Last updated: August 8, 2023
This End User Terms of Service Agreement (this “Agreement”) governs your access to and use of certain products, services and properties made available by Paella Inc., d/b/a Crossmint (“Crossmint,” “we,” “us” or “our”), a Delaware corporation, with offices at 1317 Edgewater Dr #4296, Orlando, FL 32804. Our products, services and properties include, without limitation, our website available at www.crossmint.com (the “Site”), our services to facilitate the purchase, storage, and transfer of certain non-fungible tokens (“NFT(s)”), and software provided on or in connection with those services (collectively, the “Service”). Certain features of the Service may be subject to additional guidelines, terms, or rules (“Supplemental Terms”), which will be displayed in connection with such features. All such Supplemental Terms are incorporated by reference into this Agreement. If this Agreement are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such services.
CROSSMINT IS NOT A BROKER, FINANCIAL INSTITUTION OR CREDITOR. CROSSMINT FACILITATES TRANSACTIONS OF NFTS ON BEHALF OF USERS IN CONNECTION WITH THE PURCHASE, STORAGE, AND SALE OF SUCH NFTS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, IF YOU USE THE SERVICE TO PURCHASE AN NFT, THE PLATFORM OR THIRD-PARTY SELLER ORIGINALLY OFFERING SUCH NFT (THE “ORIGINAL OFFEROR”) SHALL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THIS AGREEMENT WITH RESPECT TO ANY SUCH PURCHASE. YOU AGREE THAT CROSSMINT 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 AN NFT IN RESPECT OF SUCH NFT OR SUCH NFT 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 NFTS YOU PURCHASE THROUGH THE SERVICE OR ANY CLAIMS MADE BY ANY ORIGINAL OFFEROR OF SUCH NFTS. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR THROUGH THE SERVICE, CROSSMINT MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF NFTS THAT YOU MAY PURCHASE THROUGH THE SERVICE, OR ANY CLAIMS MADE BY ANY ORIGINAL OFFEROR OF SUCH NFTS.
PLEASE READ SECTION 17 OF THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.
PLEASE BE AWARE THAT SECTION 3 OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US.
THIS AGREEMENT IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ IT CAREFULLY. BY CLICKING ON ANY “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, PURCHASING ITEMS THROUGH THE SERVICE, AND/OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. If you do not agree to this Agreement, you may not access or use the Service or purchase any NFTs through the Service. For existing users of the Service, you acknowledge and agree that this Agreement is effective beginning on the date on which you first accessed and/or used any Service.
Crossmint reserves the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Agreement, you may not access or use the Service.
The Service is a software application made available by Crossmint that allows Registered Users (as defined below) to (i) engage in transactions directly with Crossmint or with an Original Offeror for the purchase of NFTs in exchange for fiat currency and/or cryptocurrency, in each case in accordance with the functionality of the Service (each such transaction, a “Transaction”); and (ii) store and access such NFTs through one or more digital wallets made available by Crossmint (each, a “Crossmint Wallet”). Such Transactions may be facilitated through the Crossmint website directly, or through a Crossmint plug-in or other integration on a third-party platform. You may only use certain portions of the Service by registering for an Account, as defined below.
In order to use certain features of the Service you will need to register for an account on the Service (“Account”). You must be eighteen (18) years old or otherwise capable of forming a binding contract to register for an Account. By creating an Account, you agree to (i) provide accurate, current, and complete Account information about yourself, (ii) maintain and promptly update from time to time as necessary your Account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Service or your Account. You may not have more than one Account, and Crossmint reserves the right to block multiple Accounts of the same user. We reserve our right to establish and conduct, at any time during the term of this Agreement, know-your-customer (“KYC”) protocols in accordance with cryptocurrency industry’s best practices regarding your use of the Service.
You may sign into the Service with or otherwise link your Account to a valid account that you hold through a compatible third-party service (“Third-Party Account”) by allowing Crossmint to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Crossmint and/or grant Crossmint access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Crossmint to pay any fees or making Crossmint subject to any usage limitations imposed by such third-party service providers. By granting Crossmint access to any Third-Party Accounts, you understand that Crossmint may access, make available and store (if applicable) any information, data, text, software, messages, tags and/or other materials accessible through the Service (collectively, “Content”) that you have provided to and stored in your Third-Party Account, solely as permitted by the functionality of the Service and your permission settings in such Third-Party Account. Please note that if a Third-Party Account or associated service becomes unavailable, or Crossmint’s access to such Third-Party Account is terminated by the third-party service provider, then any Content made available from or through such Third-Party Account may no longer be available on and through Service. You may have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing your settings within such Third-Party Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND CROSSMINT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Crossmint makes no effort to review any Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Crossmint is not responsible for any Content.
You agree that you will not (i) buy, sell, rent, or lease access to your Account without our written permission; (ii) register or attempt to register for a new Account without our written permission after your Account has been disabled or deleted by us; (iii) share your Account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third party applications or clients.
When you register for your Account, you agree to provide Crossmint with any information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud or any other financial crime and permit us to keep a record of such information. Crossmint reserves the right to require you to provide additional information and documents as it believes reasonably necessary, including at the request of any competent authority or in order to assist Crossmint with complying with its obligations under applicable law, regulation, or policy, including laws related to anti-money laundering and the financing of terrorism. Crossmint may also require you to provide additional information and documents in cases where it has reason to believe that: (i) your Account is being used for money laundering or for any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) Transactions effected via your Account were effected in breach of this Agreement. In such cases, Crossmint, in its sole discretion, may pause or cancel your Transactions until such requested additional information and documents have been reviewed by Crossmint and accepted as satisfying the requirements of applicable law, regulation, or policy.
If you do not provide complete and accurate information and documents in response to such a request, or Crossmint is otherwise unable to verify your identity, or we have actual indications of fraud or violation of applicable legislation or regulation from your side, Crossmint may, in its sole discretion:
all without no compensation whatsoever for you.
In the latter (iv) above (this is, if no other remedy is available and you have not complied with our requests to verify your compliance with applicable legislation, and, in response, we terminate your account), you hereby acknowledge and accept that any NFT left behind in your Crossmint Wallet shall be repossessed by Crossmint, and thus you hereby waive any right you may have over such NFT(s) and any legal action to claim back ownership or any other right over the abovementioned NFT(s).
By creating an Account, you consent to receive electronic communications from Crossmint (e.g., via email or by posting notices to the Service). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
When you register for an Account, you hereby represent and warrant, to and for the benefit of Crossmint, its affiliates and its and their respective representatives, as follows:
Accuracy of Personal Information. All information provided to Crossmint and/or its third-party designees, including address and social security number or tax ID number, is accurate and complete. None of: (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or a person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure; or (C) a national or resident of any jurisdiction subject to a U.S. trade embargo
Independent Investigation and Non-Reliance. You are sophisticated, experienced and knowledgeable in the buying, selling or trading of NFTs, as applicable. Additionally, you have conducted an independent investigation of the Service and the matters contemplated by this Agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to buy, sell or trade any NFTs using the Service, you have relied solely on the results of such investigation and such independent judgement. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets and digital goods generally, including the NFTs, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the NFTs) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Crossmint, in determining to enter into this Agreement or to buy, sell or trade any NFTs or otherwise use the Service.
Litigation. There is no legal proceeding pending that relates to your activities relating to NFTs, other digital assets, or blockchain technology.
Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities or NFT purchase and/or sale. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to NFTs.
You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
In order to purchase an NFT using the Service, you must provide a valid and accepted payment method, such as your credit card (your “Payment Method”). Upon Crossmint’s authorization and verification of your Payment Method(s), you will be able to engage in Transactions. You are responsible for keeping all information for your Payment Method updated and accurate through the term of this Agreement.
Users who have registered for an Account (each, a “Registered User”) and have provided a valid Payment Method to Crossmint can use the Payment Method to purchase an NFT being offered for sale by Crossmint or by an Original Offeror, including without limitation (i) an Original Offeror that has integrated the Service into its platform; and (ii) an Original Offeror offering an NFT that they own for sale through a third-party platform that has integrated the Service into its platform. All pricing for such NFTs is set by the seller of such NFTs and listed at point of sale or otherwise through the platform on which such seller makes such NFTs available for purchase.
When you use the Service to purchase an NFT offered for sale by an Original Offeror, you agree and understand that Crossmint will (i) purchase such NFT and take custody of such NFT, and (ii) settle the Transaction with you by charging or debiting your chosen payment method and delivering to your Crossmint Wallet the NFT you have purchased from Crossmint. Once Crossmint completes the purchase of the NFT from the Original Offeror, Crossmint settles with the Original Offeror via payment in cryptocurrency or fiat currency, as applicable.
Crossmint will facilitate the transfer of any NFT you purchase using the Service to your Crossmint Wallet as soon as funds have settled to Crossmint, or earlier in Crossmint’s sole discretion. This settlement of funds to Crossmint, and in turn the transfer of the NFT from Crossmint to your Crossmint Wallet, may take up to three business days but in some cases may be longer. Crossmint is not responsible for any delays related to such transfer and/or any damage this may cause you, if any. Crossmint may also require you to provide additional information and documents in connection with a Transaction where it has reasons to believe that: (i) your Account is being used for money laundering or for any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) Transactions effected via your Account were effected in breach of this Agreement. In such cases, Crossmint, in its sole discretion, may pause or cancel such Transaction until such requested additional information and documents have been reviewed by Crossmint and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, or Crossmint is otherwise unable to verify your identity, Crossmint may, in its sole discretion, (A) reverse or rescind any NFT purchase Transaction that it reasonably suspects has been conducted in violation of applicable law or this Agreement; and/or (B) refuse to provide any NFT, Content, product, service and/or further access to the Service to you.
If Crossmint cannot complete your Transaction for any reason (including price movement, market latency, or order size), Crossmint will reject the order and notify you of such rejection. In the event a Transaction cannot be completed, (i) If your card has not been charged, Crossmint will authorize a release of any hold on your card in connection with a rejected order; and (ii) if your card has already been charged, Crossmint will initiate a refund to your card. You will not be irrevocably charged for a rejected Transaction unless it is due to your breach of this Agreement or agreement with the provider of your Payment Method, or otherwise.
By purchasing an NFT through the Service, you expressly acknowledge and agree that THE PURCHASE OF AN NFT IS FINAL, NON-REFUNDABLE, AND NON-REVERSIBLE. You further acknowledge and agree that the contractual services, including the immediate provisioning and delivery of the purchased NFT to your Crossmint Wallet, will commence immediately upon completion of the purchase Transaction. By accepting these terms and engaging in a Transaction, you expressly waive any right of withdrawal or right to cancel the purchase under any applicable distance selling or consumer protection laws, regulations, or directives, including but not limited to those within the European Union. You understand that this waiver is necessary to facilitate the unique nature of NFT transactions and that once the NFT is transferred to your Crossmint Wallet, it cannot be returned or exchanged. You are encouraged to carefully consider your purchase and consult with legal or financial advisors as necessary before committing to a Transaction.
When you choose to purchase an NFT through the Service using a cryptocurrency, we will request the applicable cryptocurrency funds from your wallet before we buy the NFT. If Crossmint’s buying transaction fails, and you are entitled to a refund as addressed in the immediately preceding paragraph, you acknowledge and agree that (i) you may be liable for gas fees and other transaction costs in connection with such refund; and (ii) at our sole discretion, we may provide such refund in an equivalent value in a different cryptocurrency from the one in which you originally funded the purchase.
In the event that you are entitled to a refund in connection with a cryptocurrency purchase of an NFT, you will be asked to enter a valid third-party digital wallet address through the Service. You represent and warrant that you are the owner of the wallet that you provide. You are solely responsible for ensuring that the wallet address is correct and that the wallet supports the cryptocurrency in which the refund will be processed. All such refund payments are non-cancellable and irreversible.
Your Crossmint Wallet is linked to your Account and may include multiple discrete digital wallets, each supporting a different blockchain, but collectively visible to you through the Service as a single digital wallet. Once an NFT is transferred to your Crossmint Wallet, you can log into your Account on the Site to access, view, and display through such Crossmint Wallet NFTs that (i) you have purchased using the Service; or (ii) you have purchased outside the Service and transferred to such Crossmint Wallet. Crossmint does not represent that your Crossmint Wallet or any NFTs stored therein will be interoperable with any specific third-party platform or service, or that you will be able to access and/or redeem any benefits embedded in or otherwise connected to an NFT (such as, for example, token-gated access to a third-party service) while such NFT is in your Crossmint Wallet.
If you wish to withdraw an NFT from your Crossmint Wallet to a third-party digital wallet, you must submit a request to Crossmint. Crossmint will make commercially reasonable efforts to effect all such withdrawals within a reasonable period of time. You may be liable for gas fees and other transaction costs in connection with such withdrawal. Crossmint shall have no liability to you in connection with any loss or error arising from or in connection with any incorrect information (including, for e.g., third-party digital wallet address) provided by you in connection with any such withdrawal.
Any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
All pricing and fees will be set forth at the time and point of sale. By using the Service you agree to pay all applicable fees. Crossmint reserves the right to adjust its pricing and fees at any time. We will notify you of the pricing and fees which apply to your Transaction when you authorize the Transaction and in each receipt we issue to you. Our fee may include gas fees to process a Transaction, which we will calculate in our discretion, as well as the gas fees for the eventual export of the NFT out of the Crossmint Wallet in the future. We will notify you of the total amount of your purchase at or before the time you authorize the Transaction. You are responsible for paying any additional fees charged by your financial services provider. In the event that we receive a payment in an amount less than the total due for the relevant Transaction, we will reject the order, notify you of the reason for the rejection, and (except where otherwise required to comply with applicable law) return the payment less our processing costs. You may be responsible for additional transaction fees, including gas fees, in connection with your Transaction.
When a Transaction is initiated through your Account, we will assume that you authorized such Transaction, unless you notify us otherwise. If you believe you did not authorize a particular Transaction or that a Transaction was incorrectly carried out, you must contact us as soon as possible. While we endeavor to assist with unauthorized or erroneous Transactions, we cannot guarantee that we will be able to reverse or correct any Transaction once it has been initiated.
You cannot cancel, reverse or change any Transaction marked as complete or pending. If your payment is not successful, if your Payment Method has insufficient funds or if you reverse a payment made from funds in your bank account, you authorize Crossmint, in its sole discretion, to either cancel the Transaction or to debit your any of your other Payment Methods in any amount necessary to complete the Transaction on its original terms. You agree to make any such payment upon Crossmint’s request. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF) or similar fees charged by your financial services provider. We reserve the right to refuse to process or to cancel or reverse any Transaction in our sole discretion, even after funds have been debited from your Payment Method(s), if we suspect the Transaction violates this Agreement. In such instances, Crossmint will reverse the Transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or under the same terms as the cancelled Transaction.
Crossmint may use a third-party payment processor to process any payment you make to Crossmint. Crossmint may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions. Whether a particular currency or cryptocurrency is accepted as a payment method by Crossmint is in Crossmint’s sole discretion and subject to change at any time.
Crossmint may from time to time make available certain conditional offers, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Service. The rules governing such Promotion will be made available in connection with such Promotion. Crossmint will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.
Unless otherwise indicated in writing by us, the Service and all Content and other materials contained therein, including, without limitation, the Crossmint logo, are the proprietary property of Crossmint or our affiliates, licensors or users, as applicable.
Notwithstanding anything to the contrary in this Agreement, the Service and Content may include software components provided by Crossmint or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
The Crossmint logo and any Crossmint product or service names, logos or slogans that may appear on the Service are trademarks of Crossmint or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Crossmint,” or any other name, trademark or product or service name of Crossmint or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Crossmint and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and other names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Crossmint.
You are hereby granted a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable, “as-is” license to access and use the Service and Content for your own personal, non-commercial use; provided, however, that such license is subject to this Agreement and does not include any right to (i) sell, resell, or use commercially the Service or Content, (ii) distribute, publicly perform, or publicly display any Content, (iii) modify or otherwise make any derivative uses of the Service or Content, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Service or Content, except as expressly permitted by us, and (vi) use the Service or Content other than for their intended purposes. This license is subject to your compliance with the Acceptable Use Policy set forth in Section 10 below.
You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Service for noncommercial purposes, provided that such link does not portray Crossmint or our affiliates or any of our Services, Content, products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable in Crossmint’s sole discretion. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of Crossmint to link to the Service or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Crossmint trademark, logo or other proprietary information, including the images found on the Service, the content of any text or the layout or design of any page, or form contained on a page, on the Service without our express written consent.
Crossmint may from time-to-time change or discontinue any or all aspects or features of the Service, including by deactivating or deleting Accounts that Crossmint in its sole discretion determines have been abandoned. In such events, you may no longer be able to access, interact with or, read the data from the Service.
The Service may contain links to third-party properties (“Third-Party Properties”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Property or Third-Party Application, you are subject to the terms and conditions (including privacy policies) of another property or application. Such Third-Party Properties and Third-Party Applications and are not under the control of Crossmint. Crossmint is not responsible for any Third-Party Properties or Third-Party Applications. Crossmint provides links to these Third-Party Properties and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties or Third-Party Applications, or their products or services. You use all links in Third-Party Properties, and Third-Party Applications at your own risk. When you leave our Service, this Agreement and our terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Properties or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
The Service and Content may include components, including software components, that are provided by a third party and that are subject to separate license terms, in which case those license terms will govern your access to and use of such components. For example, when you click to get more details about an NFT, you may see a link to the Third-Party Property from which such NFT originated. Our Service and/or any Third-Party Property may include terms governing the use of such NFT, including license terms. In the event you purchase such NFT through our marketplace, you are required to comply with the terms that govern such NFT, which may be different from this Agreement.
You agree that you are solely responsible for your conduct while participating in the purchase or sale of NFTs or otherwise accessing or using the Service. You agree that you will abide by this Agreement and will not:
For the avoidance of doubt, you represent and warrant that the NFTs you purchase, sell or otherwise use through our the Service are pure “utility” in nature, and bear no resemblance to a security as may currently be defined by law or regulation, in neither form nor function; specifically, the transactions to be performed through the Service will not constitute an “investment contract”, and thus they would fail the “Howey Test” as set forth in SEC v. W.J. Howey Co, 328 U.S. 293 (1946) so that the NFTs are not considered securities under any circumstances.
If Crossmint becomes aware of any possible violations by you of this Agreement, Crossmint reserves the right to investigate such violations. If, as a result of the investigation, Crossmint believes that any illicit or otherwise criminal activity may have occurred, Crossmint reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Crossmint is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Service, including Content, in Crossmint’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement, (iii) respond to any claims that Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Crossmint, its users, or the public, and all law enforcement or other government officials, as Crossmint in its sole discretion believes to be necessary or appropriate. By agreeing to this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your use of the Service, including without limitation text, voice, or video communications.
In addition to the above, if pursuant to this investigation, Crossmint has reasonable evidence to support that you have violated this Agreement and/or you have engaged in any illicit or otherwise criminal activity, or you have violated our NFT Content Policy, Crossmint may, in its sole discretion:
all without no compensation whatsoever for you, and without prejudice to additional indemnities and damage claims that may be applicable pursuant to this Agreement or applicable legislation.
In the above (i) to (iv), Crossmint shall notify you of the actions taken, and the reasons for it. If you believe that a mistake has been made, you will be given the opportunity to appeal the decision by responding to the notification or contacting support at [email protected], as the case may be, and submitting the relevant evidence to support your appeal. Crossmint’s decision to such appeal shall be final, without prejudice to your rights under Section 20 of this Agreement.
In the latter (v) above (this is, if no other remedy is available and we terminate your account), you hereby acknowledge and accept that any NFT left behind in your Crossmint Wallet shall be repossessed by Crossmint, and thus you hereby waive any right you may have over such NFT(s) and any legal action to claim back ownership or any other right over the above mentioned NFT(s).
Additionally, Crossmint will also be entitled to confiscate and repossess any NFT(s) that have been minted through transactions where a refund has been successfully processed in favor of the user or where, after the corresponding dispute proceeding has finalized, it has been deemed that such NFT is the property of Crossmint or (for whatever reason, such as being the result of an erroneous transaction) there is no ownership title whatsoever.
You hereby release and forever discharge Crossmint and our affiliates, officers, employees, agents, successors, and assigns (the “Crossmint Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other users of the Service or any Third-Party Properties). YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR LAW OR RULE OF ANY OTHER JURISDICTION, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
You acknowledge and agree that:
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Crossmint and the Crossmint Entities 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 or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this Agreement or your use of the Service, 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 Service, Content or NFTs, including, without limitation, any act or omission involving any third party in connection with the purchase, storage, or withdrawal of any NFTs hereunder; (b) any feedback you provide; (c) your violation of this Agreement; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; or (f) the purchase, storage, or withdrawal of any NFTs. You agree to promptly notify Crossmint of any third-party Claims and cooperate with the Crossmint Entities in defending such Claims. You further agree that the Crossmint Entities shall have 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 SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND CROSSMINT.
THE SERVICE AND CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. CROSSMINT (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. CROSSMINT DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE OR ANY CONTENT CONTAINED THEREIN. CROSSMINT DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE 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 SERVICE. WHILE CROSSMINT ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, CROSSMINT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, OR ANY NFT LISTED ON OUR SERVICE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE SERVICE. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF ITEMS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR ITEMS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT CROSSMINT OR ANY CROSSMINT ENTITY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS. WE CANNOT AND DO NOT GUARANTEE THAT ANY NFT WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO SELL OR RESELL ANY NFT PURCHASED THROUGH THE SERVICE.
Crossmint is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to the NFTs. Crossmint is not responsible for casualties due to any delay or failure to report any issues with any blockchain supporting NFTs, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CROSSMINT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SERVICE, ANY ITEMS, 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, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF CROSSMINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS UNDERTAKEN BY YOU 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 CROSSMINT ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, YOUR ACCESS TO AND USE OF THE SERVICE, CONTENT (INCLUDING YOUR CONTENT), OR ANY NFTS PURCHASED, STORED, OR WITHDRAWN THROUGH THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RETAINED BY CROSSMINT IN THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Security Breach. If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Crossmint (collectively a "Security Breach"), you must notify Crossmint Support immediately at https://help.crossmint.com/. Prompt reporting of a Security Breach does not imply that Crossmint will be liable to you for any losses suffered as a result of the Security Breach.
Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or any other kind of cyber-attack.
Please read the arbitration agreement in this Section (“Arbitration Agreement”) carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Service, to any products sold or distributed through the Service, to any NFTs, or to any aspect of your relationship with Crossmint, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify; and (ii) you or Crossmint may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to us at [email protected]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Crossmint will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND CROSSMINT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.a (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to [email protected] within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Severability. Except as provided in Section 17.e (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing us at [email protected] and expressly opting out of this Arbitration Agreement.
EU Users. In addition to the above, if you are a user accessing or using our services from within the European Union, pursuant to Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market For Digital Services and amending Directive 2000/31/EC (i.e. the Digital Services Act or “DSA”), the following applies: we will endeavor to resolve any complaint or dispute you may have with us in relation to our services through our internal complaint-handling system. If we are unable to resolve the complaint or dispute to your satisfaction, you have the right to seek to resolve the dispute through an alternative dispute resolution (ADR) procedure, facilitated by an EU-approved ADR provider. Further, you may be eligible to use the European Online Dispute Resolution (ODR) platform, available at http://ec.europa.eu/consumers/odr/, to resolve any dispute with us. The use of an ADR or the ODR platform does not prohibit you from pursuing legal remedies in your local jurisdiction.
We reserve the right in our sole discretion to modify, suspend, or discontinue the Service, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion. this Agreement, and your access to and use of the Service, shall be governed by and construed and enforced in accordance with the laws of New York, without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York, New York. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. Whenever the word “including” or any derivative thereof is used herein, it shall be construed as if followed by the phrase “without limitation.” If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement. Your relationship to Crossmint is that of an independent contractor, and neither party is an agent or partner of the other. this Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Crossmint. Crossmint’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement are intended solely for the benefit of Crossmint and you and are not intended to confer third party beneficiary rights upon any other person or entity.
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