Effective Date: 02/18/2022
Welcome to Blockparty! We're glad you're here. Please take a moment to familiarize yourself with the rules and restrictions that govern your use of our website(s), products, services, and applications (collectively referred to as the "Services"). If you have any questions, comments, or concerns about these terms or our Services, feel free to contact us at firstname.lastname@example.org.
These Terms and Conditions (the "Terms") form a binding contract between you and Blockparty, Inc. ("Blockparty," "we," or "us"). By using the Services in any manner, you indicate your agreement and acceptance of all the Terms presented here. If you do not agree to these Terms, you are not permitted to use or access the Services.
Important Notice: Before proceeding, please carefully read these Terms. They contain crucial information about the Services provided to you, as well as any associated charges, taxes, and fees we may bill you. Additionally, these Terms cover various aspects, including the possibility of future changes to the Terms, limitations of liability, a class action waiver, and the resolution of disputes through arbitration instead of in court.
As we continuously work to improve our Services, it may be necessary to update these Terms accordingly. We reserve the right to modify the Terms at any time. If we make any changes, we will notify you by updating the Effective Date on our website, https://www.blockparty.co, or by sending you an email, among other possible means.
You have the option to reject the updated Terms if you do not agree with them. However, this will result in your inability to use the Services going forward. If you continue to use the Services after the updated Terms become effective, it will indicate your acceptance of the revised Terms. Unless we provide specific changes as described above, no other amendments or modifications to these Terms will be effective unless made in writing and signed by both you and us.
Blockparty is a blockchain-based platform that enables users to engage in the purchase and sale of digital merchandise and other products, commonly known as non-fungible tokens (NFTs).
Blockparty provides various services through its websites and domains, including www.blockparty.org, www.goblockparty.com, and all related webpages, subdomains, country level domain variants, and subparts (collectively referred to as our "Site"). Additionally, the services available on or through the Site, including our application programming interfaces, and all free mobile applications (the "Applications") are offered, maintained, and provided by Blockparty. All these offerings collectively constitute our "Services." It's essential to note that any access to or use of the Services via the Applications and the Applications themselves shall be considered part of the Services and will be subject to the following Terms of Service (as defined in Section 1.5).
Through our Services, Blockparty establishes a marketplace for NFT owners to present their NFTs for sale. Once a user is registered as an "Owner" with Blockparty, they gain the ability to organize, promote, market, manage, track, sell, distribute, and collect sales proceeds for NFTs. All users, including Owners and other visitors, browsers, and users of the Services, are collectively referred to as "Users" or "you." The context will determine whether individuals purchasing NFTs are called "Buyers" or "you."
As a user of the Services, you are entering into these Terms of Service with Blockparty, Inc., a Delaware corporation, with its principal place of business at 8 Wright St, Suite 107, Westport, CT. Throughout these Terms of Service, Blockparty, Inc. shall be referred to as "Blockparty," "us," "we," or "our."
SECTION 13 OF THESE TERMS OF SERVICE INCLUDES:
By using any of the Services, you agree to these provisions.
You agree to these Terms of Service and you enter into a binding contract with Blockparty: (a) when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons; (b) when an Owner posts an NFT on the Blockparty platform; or (c) by downloading Applications or using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.
Except to the extent set forth in Section 13.11 below and as stated above, Blockparty reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time.
We may translate these Terms of Service (or any of the agreements that make up, or are incorporated within, these Terms of Service) into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.
3.1.1 Blockparty hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Services), revocable, limited right to access and use the Services solely for the purposes of (a) browsing the Services and searching for, viewing, registering for or purchasing NFTs; and/or (b) if you are an Owner, creating an Owner profile and other webpages with respect to, and promoting, marketing, managing, selling, distributing and collecting sales proceeds for NFTs, in each case (i) in compliance with these Terms of Service; and (ii) to the extent permitted under all applicable local, state, provincial, national and other laws, rules and regulations.
3.1.2 Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly (a) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local, state, provincial, national or other law, rule or regulation); (c) rent, lease, resell, distribute, use the Services for timesharing, service bureau or other commercial purposes not contemplated by this paragraph or otherwise exploit the Services in any unauthorized or unintended manner; (d) remove or alter any proprietary notices or labels on or in the Services; or (e) engage in any activity that interferes with or disrupts the Services. Any rights not expressly granted in this paragraph are reserved.
You may access and use the Services through our Applications. For clarity, any access to or use of the Services via the Applications and the Applications themselves shall be deemed to be part of the Services and subject to these Terms of Service. This right to access and use the Applications may be revoked in accordance with Section 11 and Blockparty may discontinue or modify the Applications as set forth in Section 3.4 below.
Blockparty may, upon request, and for such fees as Blockparty may establish from time to time in its sole discretion, provide additional services to you beyond the basic functionality of the Site and Applications, including without limitation, marketing and promotion services, and dedicated account management services. All such additional services, whether provided prior to, during or following the purchase or sale of NFTs, shall be deemed a part of the Services and subject to all the terms and conditions of these Terms of Service. Such additional services shall be set forth in additional terms and conditions or other written agreements between you and an authorized officer of Blockparty, and shall set forth the applicable fees and the other terms and conditions relating to such additional services. The standard fees for the Services shall be 15% of gross revenue for primary sales and 2.5% of net revenue for secondary sales. “Gross Revenue” means the sum of all monies or other consideration received by Blockparty or other third parties on behalf of Blockparty (e.g., including any amounts to be retained by or paid to billing partners), in each case, in connection with the sales of NFTs. “Net Revenue” means Gross Revenue less only local sales tax or value-added tax (if any) that are required by applicable laws to be collected from buyers of NFTs and paid to competent taxing authorities in respect of the same.
We are constantly evolving our products and services to better meet the needs of our entire user base. Because of this, we do not guarantee any set of product features or functionality and reserve the right at any time, and from time to time, to modify, suspend or discontinue, temporarily or permanently, any part of the Services for any reason. Because you only pay fees to Blockparty as you use the Services, there would be no refund of fees already due following any such change to the Services.
As part of certain registration processes on the Services, you may be required to sign up for an account, and select a password and user name (“Blockparty User ID”). You agree (a) to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity, as prompted by each Service registration form (the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Blockparty User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You may not transfer your account to anyone else without our prior written permission. In the event of any dispute between two or more parties as to account ownership, you agree that Blockparty shall be the sole arbiter of such dispute in its discretion and that Blockparty’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties. Blockparty may, in our sole discretion, refuse to open an account, or limit the number of accounts that you may hold or suspend or terminate any account or the trading of specific digital currency in your account. You agree that Blockparty is permitted to share Registration Data. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating, although we cannot and will not guarantee.
You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for all activities that occur under your account, including without limitation, all actions by sub-users registered under your account. You agree to immediately notify Blockparty of any unauthorized use of your password or account or any other breach of security.
You agree that all material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by Blockparty in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Blockparty may own the Site Content, or portions of the Site Content may be made available to Blockparty through arrangements with third parties. The compilation of all Site Content included in or made available through the Services is the exclusive property of Blockparty and is protected by copyright laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services. Except as expressly authorized by Blockparty in writing or in connection with your permitted use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other website or in a networked computer environment for any purpose. You shall use the Site Content only for purposes that are permitted by these Terms of Service and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved. Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and we are not responsible for which users gain access to the Services.
You hereby acknowledge that (a) any and all suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Blockparty by you (collectively “Feedback”); and (b) all improvements, updates, modifications or enhancements, whether made, created or developed by Blockparty or otherwise relating to Feedback (collectively, “Revisions”), are and will remain the property of Blockparty. All Feedback and Revisions become the sole and exclusive property of Blockparty and Blockparty may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Blockparty any and all right, title and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. You hereby agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favor of Blockparty. At Blockparty’s request, you will execute any document, registration or filing required to give effect to these provisions.
5.4.1 Getting Allegedly Infringing Content Removed. If you believe in good faith that any Content made available in connection with the Services infringes your copyright or trademark rights, you (or your agent) may send us a takedown notice requesting that the Content be removed, or access to it be blocked. Such takedown notices need to contain the following information in order for Blockparty to be able to take action: a) Information reasonably sufficient to permit Blockparty to contact you (i.e., name and address, telephone number and/or email address); b) Sufficient information to identify the copyrighted works or trademarks that are allegedly being infringed, including registration number and registration office if applicable; c) Sufficient information to identify the allegedly infringing material that is to be removed and its Internet location (i.e., URL address); d) A statement that you have a good faith belief that the use of the material is not authorized by the owner, its agent or the law; e) A statement of the accuracy of the takedown notice, and under penalty of perjury, a statement that you are the owner of the allegedly infringed material or you are authorized to act on behalf of such owner; and f) A physical or electronic signature of the person submitting the takedown notice. The simplest and most efficient way to submit a written takedown notice is by reporting the infringement to our Trust and Safety Team, which is our DMCA/Trademark Agent, at email@example.com. Filing this notice is the fastest method for reporting alleged copyright and/or trademark infringement. The foregoing information is required in your takedown notice request.
5.4.3 Takedown. Upon receiving a valid and fully completed takedown notice, Blockparty will expeditiously remove or disable access to the allegedly infringing material and notify the alleged infringing party.
5.4.5 Notice Address. If you do not wish to fill out and submit the electronic forms above, takedown notices and counter notices must be submitted in writing to the address below, which is the address of our agent for purposes of the Digital Millennium Copyright Act. Blockparty, Inc.\n8 Wright St, Suite 107\nWestport, CT 06880, USA Attn: Trust and Safety Team
The Services may provide, or Users may provide, links to other Internet websites or resources. Because Blockparty has no control over such websites and resources, you acknowledge and agree that Blockparty is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Blockparty partners or third-party service providers.
As part of the Services you may be able to link an account you have with a third-party service, such as a social media website. By linking such third-party account, you agree that Blockparty may access, make available to and store any Content that you have provided to and stored in such third-party account so that it is available on or through the Services. Such content may include personally identifiable information.
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to other users of the Services. You agree (i) to use the Services in accordance with our Community Guidelines; and (ii) not to use the Services to: a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; b) harm minors in any way; c) facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize; d) impersonate any person or entity, including, but not limited to, a Blockparty representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; f) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); g) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or personality, or other intellectual property or proprietary rights of any person or entity; h) upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale of NFTs; i) upload, post, email, transmit or otherwise make available any Content that contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of or to otherwise interact with the Services in a manner not permitted by these Terms of Service; j) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; k) attempt to probe, scan or test the vulnerability of any Blockparty server or network or breach any security or authentication measures, unless you are an authorized contractor of Blockparty specifically engaged to provide such services; l) attempt to avoid or circumvent any technological measure implemented by Blockparty to protect the Services or Content on the Services, including without limitation, encryption technology used to protect sensitive personal information; m) solicit any User to use a third-party service that competes with Blockparty; n) advertise your NFT but complete sales independent of the Services in order to circumvent the obligation to pay fees related to the Services; o) intentionally or unintentionally violate any applicable local, state, provincial, national or other law, rule or regulation, including without limitation laws and regulations regarding the sale of tickets; p) sell NFTs to which you have no rights; q) collect credit card number, expiration date or CSC code or any other credit card information other than in the fields under “Payment” on the order payment page; r) collect social security or insurance number, financial account number, driver license number, health information or other sensitive information required to be secured under applicable local, state, provincial, national or other law, rule or regulation or for which disclosure is required in case of a data breach without first obtaining Blockparty’s prior written consent; or s) stalk or otherwise harass any person or entity.
You acknowledge that Blockparty does not pre-screen Your Content or the Content of any other User in connection with the Services, but that Blockparty and its designees shall have the right (but not the obligation) to monitor, alter, edit or remove any of Your Content, in whole or in part, based on violations of these Terms of Service. If we believe that Your Content could be changed so as to not violate these Terms of Service, we will attempt to send you notice prior to taking any such action, provided, that if we must act immediately to comply with applicable local, state, provincial, national or other law, rule or regulation or to limit our liability, we may take such action without prior notice. You acknowledge and agree that Blockparty may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer these Terms of Service; and/or (d) protect the rights, property and/or personal safety of Blockparty, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
Blockparty may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].blockparty.org) for a specified purpose. All such sub-domains are the sole property of Blockparty and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event Blockparty provides you with a sub-domain, your right to use such sub-domain will continue only for so long as your NFT is actively selling on the Services and you are in compliance with these Terms of Service. If Blockparty terminates your right to use a sub-domain for any other reason, it will provide you with a new sub-domain.
Blockparty is not the Owner or owner of any NFT, product or service (other than the Services) listed for sale or registration on the Services. All sales are made by the Owner listed on the applicable event page. If an Owner has elected to use Blockparty’s payment processing service, Blockparty also acts as the Owner’s limited agent, using third-party payment providers through the Services, to collect payments from Buyers and transferring such payments to the applicable Owner. The Owner is solely responsible for ensuring that any NFT posting on the Services and the nature thereof meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described in any posting are actually delivered in a satisfactory manner.
As an Owner, you may select your preferred payment processing method for your NFT, provided, that once you sell the NFT you may not change the payment processing method for that NFT. As a Buyer, you will be using whatever payment processing method the Owner of the applicable event has selected. If the Owner has selected a payment processing method that uses a third party to process the payment, then neither Blockparty nor any of its third-party payment processing partners processes the transaction but may transmit Buyer’s payment details to the Owner’s designated payment provider. If the Owner has elected to use Blockparty’s payment processing service, Blockparty will use third-party payment processing partners to process the transaction as Owner’s limited payment agent.
We charge our fees only when you sell or buy NFTs, products or services. All descriptions of standard fees on the Services represent the standard fees that Blockparty charges to Owners. These fees may vary based on individual agreements between Blockparty and certain Owners. Blockparty does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing NFTs in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates
Fees paid to Blockparty are nonrefundable.
These Terms of Service are effective as set forth under Section 2.1 above and continue in effect until terminated.
Except to the extent we have agreed otherwise in a separate written agreement between you and an authorized officer of Blockparty, Blockparty may terminate your right to use the Services at any time (a) for your violation or breach of these Terms of Service; (b) for your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Blockparty to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that Blockparty shall not be liable to you or any third party for any such termination of your right to use or otherwise access the Services.
Except to the extent you have agreed otherwise in a separate written agreement between you and an authorized officer of Blockparty, you may terminate your access to the Services and these Terms of Service at any time. At such time, you must delete your Blockparty account. In the event there is a separate agreement between you and Blockparty governing your use of the Services, and that agreement terminates or expires, these Terms of Service (as unmodified by such agreement) shall govern your use of the Services unless and until you delete your account.
All provisions of these Terms of Service that by their nature should survive termination of these Terms of Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
The Services are subject to United States export controls and economic sanctions laws. In accepting these Terms of Service you represent and warrant that: (a) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services (“Restricted Countries”), including without limitation, Cuba, Iran, North Korea, Sudan or Syria; and (b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) that appears on the U.S. Department of State’s Terrorist Exclusion List; (iii) that appears on the Bureau of Industry and Security’s Denied Persons, Entity or Unverified List; (iv) that appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) that appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade; (vi) that is subject to sanctions in any other country; or (vii) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.
You agree to defend, indemnify and hold Blockparty, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) because of or arising out of: (a) your breach of these Terms of Service, including, without limitation the Merchant Agreement and any other part of these Terms of Service; (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; or (d) in the case of Owners, your NFTs or the fact that Blockparty was providing Services with respect to those NFTs, provided that in the case of (d), this indemnification shall not apply to the extent that the Claim arises out of Blockparty’s gross negligence or willful misconduct. Blockparty shall provide notice to you of any such Claim, provided that the failure or delay by Blockparty in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.
BLOCKPARTY PROVIDES OUR SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE AND WE TRY TO KEEP OUR SERVICES IN OPERATION, BUG-FREE AND SAFE. BUT THERE ARE CERTAIN THINGS THAT WE DO NOT PROMISE ABOUT OUR SERVICES, AND YOU USE THE SERVICES AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BLOCKPARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF EXAMPLE, BLOCKPARTY MAKES NO WARRANTY THAT (A) THE SERVICES (OR ANY PORTION OF THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT BLOCKPARTY HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF NFTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING BUYERS’, OTHER NON-OWNERS’ AND OWNERS’) CONTENT OR LISTINGS OR THE ABILITY OF ANY USER (INCLUDING BUYERS AND OWNERS) TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION AND BLOCKPARTY IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND BLOCKPARTY HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, BLOCKPARTY, AND ITS AFFILIATES AND SUBSIDIARIES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, LICENSORS, PAYMENT PROCESSING PARTNERS, OTHER PARTNERS, EMPLOYEES AND ANY APPLICABLE CARD SCHEMES, SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BLOCKPARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (C) ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES, OR (D) ANY MATTERS BEYOND BLOCKPARTY’S REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF BLOCKPARTY TO PAY OUT REGISTRATION FEES TO CERTAIN OWNERS UNDER THE MERCHANT AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF BLOCKPARTY, ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, SHALL BE LIMITED TO THE FEES PAYABLE BY BLOCKPARTY OR ONE HUNDRED U.S. DOLLARS (US$100), WHICHEVER IS LESS.
NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Blockparty provides a marketplace in which Buyers and Owners can transact. However, Blockparty could not function if it were held responsible for the actions or inactions of Buyers, Owners and/or third parties both on and off the Services. Therefore, as an inducement to Blockparty permitting you to access and use the Services, you hereby agree to release Blockparty, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any event listed on the Services. If there is a dispute between participants on this site, or between users and any third party, you agree that Blockparty is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Blockparty, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.”
The trademarks, service marks and logos of Blockparty (the “Blockparty Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Blockparty. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Blockparty Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Blockparty specific for each such use. The Trademarks may not be used to disparage Blockparty, any third party or Blockparty’s or such third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Blockparty approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Blockparty Trademark shall inure to Blockparty’s benefit.
A number of issued patents and patents pending apply to the Services. The Content of the Services is also protected by copyrights owned by Blockparty and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
Notices to you may be sent via either email or regular mail to the address in Blockparty’s records. The Services may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Blockparty or deliver any notice, you can do so as follows: Blockparty, Inc. 8 Wright St, Suite 107\nWestport, CT 06880, USA Attn: Legal Department Email: firstname.lastname@example.org
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Blockparty may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Blockparty agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Blockparty, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Blockparty, and you do not have any authority of any kind to bind Blockparty in any respect whatsoever. Except as expressly set forth in the section above regarding the arbitration agreement, you and Blockparty agree there are no third party beneficiaries intended under these Terms.
Except as set forth in Section 13.11 below, these Terms of Service and the provision of the Services to you are governed by the laws of the state of New Jersey, U.S.A., without reference to principles of conflict of laws.
ONLY FOR USERS LOCATED IN THE UNITED STATES: PLEASE READ THIS SECTION 13.11 CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OF SERVICE OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED ONCE THIS SECTION 13.11 IS EFFECTIVE.
If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
In the unlikely event that our customer support team is unable to resolve your concerns, we each hereby agree to resolve any and all disputes or claims under these Terms of Service or with respect to the Services through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated or representative proceeding. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to Section 13.11, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to Section 13.11, including, without limitation, the scope, enforceability and arbitrability of these Terms of Service. This arbitration provision shall survive termination of these Terms of Service. These Terms of Service evidence a transaction in interstate commerce and the interpretation and enforcement of Section 13.11 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth above. YOU AND BLOCKPARTY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.
This agreement to arbitrate (“Agreement to Arbitrate”) is intended to be broadly interpreted. It includes, but is not limited to: (a) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (b) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (c) all claims that may arise after termination of these Terms of Service and/or your use of the Services.
YOU AND BLOCKPARTY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Blockparty must be addressed to the address above (“Notice Address”) and must be sent by certified mail. The Notice to you must be addressed to a mailing, home or payment address currently on record with Blockparty and must be sent by certified mail. If Blockparty has no records of such physical address, such notice may be delivered to your Blockparty account email address. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If Blockparty and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Blockparty may commence an arbitration proceeding.
Both parties agree to negotiate diligently and in good faith to resolve any disputes with regard to obligations hereunder prior to seeking other remedies. The parties each irrevocably agree that all disputes or claims that cannot be resolved in good faith shall be settled by binding final arbitration to be held in Newark, NJ, before a single arbitrator, pursuant to the commercial arbitration rules of JAMS. The prevailing party in any such arbitration shall be entitled to its reasonable attorneys' fees and costs in addition to any award or injunctive relief received. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator shall be final and binding and judgment on the award rendered may be entered in any US court having jurisdiction.
Just as in any court proceeding, each party will initially bear its own attorneys’ fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party’s request, the arbitrator shall award such prevailing party the reasonable attorneys’ fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Services (rather than business use) Blockparty will not seek to recover its attorneys’ fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
Notwithstanding any provision in these Terms of Service to the contrary, you and Blockparty agree that if Blockparty makes any future change to this arbitration provision (other than a change to the Notice Address) Blockparty will provide you with notice of such change and you may reject any such change by sending us 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 provision as unmodified by such rejected change.
In the event that the provisions of Section 13.11 are found to be invalid or unenforceable for any dispute or claim, then, notwithstanding Section 13.12, the entirety of Section 13.11 shall be null and void with respect to such dispute or claim.
We believe that on a whole this agreement to arbitrate will benefit our Users. For new registered users and existing registered users who register new accounts, there is no option to opt out and this provision will be effective as to such new accounts upon account creation. For unregistered Buyers and other Users, this provision will apply to all future activities on the Services.
The failure or delay of Blockparty to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect.
In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or for any other reason, then any dispute or claim not subject to arbitration shall be resolved exclusively by a federal court located in Newark, New Jersey, and to the extent there is no subject matter jurisdiction in such federal court, then a state court in Hudson County, New Jersey. Both you and Blockparty agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.
Any section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
Please report any violations of these Terms of Service by email.
We may, without your consent or approval, freely assign these Terms of Service and our rights and obligations under these Terms of Service, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Service, except to the extent expressly set forth in these Terms of Service or the Merchant Agreement.