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ACCESSIBILITY-- IF YOU ARE HAVING ANY TROUBLE ACCESSING THESE TERMS OFUSE OR THE PROPERTIES, PLEASE CONTACT CANDY DIGITAL VIA EMAIL [email protected] OR VIA OUR CONTACT US PAGE AT WWW.CANDY.COM.
Warranty Disclaimers and Liability Limitations. While there are significant points throughout theseTerms, please note Section 19 and 21 contain important limitations on our liability. IN ADDITION, YOU UNDERSTAND THAT CANDY DIGITAL IS A PLATFORM AND NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR.
● Copying, modifying, displaying, performing, distributing, republishing, or retransmitting any content or material (including, by way of example, images and text), in whole or in part, from/on theProperties without our prior written consent;
● Collecting usernames and/or email addresses of users for the purpose of sending unsolicited email;● Using a framing or similar technique without our prior written permission;
● Creating or maintaining any link from another website to any page on the Properties without our prior written permission;
● Criminal or tortious activity, including fraud, spamming, spimming (spam by instant message),sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
● Covering or obscuring the banner advertisements on the Properties, if any, via HTML/CSS or any other means;● Any automated use of any system, such as using scripts to alter content;
● Interfering with, disrupting, or burdening the Properties or the networks, systems or Services connected to the Properties;
● Using any automated system or software to extract data from the Properties for commercial purposes(including "screen scraping");● Attempting to impersonate another user or person;
● Using the account, username, or password of another user or disclosing your password, as applicable, to any third party or permitting any third party to access your account;
● Displaying an advertisement, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Properties on behalf of that person, such as placing commercial content on the Properties;
● Using the Properties for any harassing, threatening, libelous, abusive, obscene or privacy-invading purposes;
● Attempting to include any of the following in products that are offered for sale on the Properties and that permits user-added content: (a) images that contain obscene, profane, pornographic or otherwise objectionable content; (b) images, names or likenesses owned by any third party without such third party's authorization; (c) any images of a person who has current or remaining collegiate athletic eligibility; or (d) any images that include the name, image, or likeness of any celebrity, public figure or individual who has not authorized the use of his or her name, image or likeness; or
● Using the Properties in a manner inconsistent with any applicable law, rule or regulation.
8. Registration; Account. You may be required to create a Candy Digital account to use or access certainServices on our Properties. If any portion of our Service requires you to register or open an account, you may also be asked to choose a password and a username. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion. You agree that (a) you will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (b) you are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (c) you are solely responsible for maintaining the confidentiality of your password and for restricting access to your device so that others may not access any password protected portion of the Service using your name, username, or password; (d) you will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (e) you will not sell, transfer, or assign your account or any account rights. Without limiting any rights which we may otherwise have, we reserve the right to take any and all actions, as we deem necessary or reasonable, to ensure the security of the Service and your account, including, without limitation, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, we may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall we be held liable to you for any liabilities or damages resulting from or arising out of: (i) any action or inaction of Candy Digital under this provision, (ii) any compromise of the confidentiality of your account or password, or (iii) any unauthorized access to your account or use of your password. You may not use anyone else's account at any time, without the permission of the account holder.You understand and agree you are solely responsible for taking the necessary security measures to protect your account and personal information. Candy Digital makes no warranty, guarantee, or representation that use of any of our Properties or the Services are protected from viruses, security threats, or other vulnerabilities. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
11. Products, Content and Specifications. The inclusion of any products or Services on the Properties does not imply or warrant that these products or Services will be available at any particular time or that the listed attributes are accurate or complete. The actual color of products you see will depend in part on your computer system, and we cannot guarantee any color or texture or detail of actual products will be accurate. We do not endorse and have not verified the accuracy or reliability of any opinion or statement made on the Properties by any third party, including but not limited to, and if applicable, customers, manufacturers, distributors or suppliers of products and Services sold through the Properties, and product packaging and material may contain additional or different information. As applicable, always read any labels, warnings, directions or other materials provided with the product before using. In addition, we may make changes to information about price, availability or other product attributes without notice.
12. Property; Intellectual Property. All content of the Properties (including, without limitation, text, graphics, icons, images, clips and software) is protected by copyright, trademark, and other laws. Names, logos, taglines, icons and marks on the Properties are the exclusive property of Candy Digital, Inc. and/or one of its affiliates, licensors or partners, all rights reserved, and may not be used by you without our prior written permission and the permission of the applicable licensor. Unless otherwise indicated, all other intellectual property appearing on the Properties is the property of its respective owner. We reserve all rights not expressly granted in and to the Properties' content and Services.
14. Digital Millennium Copyright Act (DMCA) Notice. Materials (including User Content) may be made available via the Properties by users and other third parties not within our control. We are under no obligation to, and do not, scan content posted on the Properties for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party's copyright to remain on the Properties.If you believe any materials on the Properties infringe a copyright, you should provide us with written notice that at a minimum contains:A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; andA statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. All DMCA notices should be sent to our designated agent as follows:
15. No Ideas Accepted. We do not accept any unsolicited ideas to this Website from outside CandyDigital including without limitation suggestions about advertising or promotions, or merchandising of any products, additions to our Services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. If, notwithstanding this policy, you submit an unsolicited idea to this Website, you understand and acknowledge that Candy Digital has no obligation to acknowledge your submission, such idea is not submitted in confidence and we assume no obligation ,expressed or implied, by considering it, and no confidential relationship is established between you andCandy Digital. By submitting your idea, you represent that you are authorized to do so, and your submission does not include the confidential information, proprietary know-how, trade secrets, or other intellectual property of any other person or party. Candy Digital’s use or distribution of your submission will not give rise to any claims against Candy Digital or its affiliates. You hereby grant us an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.
20. Assumption of Risk. The value of NFTs is subjective and therefore can be volatile. Any purchase or sale you make, accept or facilitate (including, when permitted, outside of the NFT Marketplace) of anNFT will be entirely at your own risk. THERE IS NO GUARANTEE THAT YOUR NFT WILL HAVE ANY RESALE VALUE AND YOU MAY FACE A COMPLETE RISK OF LOSS. You acknowledge that you have obtained sufficient information to make an informed decision to authorize, bid, purchase, or sell an NFT and that you have sufficient financial resources to withstand a complete risk of loss of the value of any NFT you purchase. NFTs and similar digital assets are collectibles and have no inherent or intrinsic value. The Candy Digital Parties do not and cannot guarantee that any NFTs purchased will retain their original value, and expressly deny and disclaim any liability to you for any losses you may incur by transacting, or facilitating transactions, in NFTs.Before making the decision to bid, buy, sell or hold any NFT, you should conduct your own due diligence and consult your own financial advisors. The Candy Digital Parties will not be held responsible for any decisions you make to bid, buy, sell, or hold any NFT products or assets based on the information provided by any Candy Digital Parties.
21. LIMITATION ON LIABILITY. IN NO EVENT SHALL THE CANDY DIGITAL PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL,EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS,LOSS OF GOODWILL, LOSS OF REPUTATION, COST OF COVER DAMAGES OR INTANGIBLE LOSSES OF ANY KIND ARISING FROM YOUR USE OF THE PROPERTIES, YOUR INABILITY TO USE THE PROPERTIES, INCLUDING WITHOUT LIMITATION THE NFT MARKETPLACE, ORTHE PRODUCTS OR SERVICES AVAILABLE THROUGH THE PROPERTIES, EVEN IF THE CANDY DIGITAL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, INNO EVENT WILL THE CANDY DIGITAL PARTIES BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE GREATER OF THE FEES YOU PAID TO US FOR PRODUCTS AND SERVICES THAT ARE THE SUBJECT OF THE CLAIM AT ISSUE IN THE TWELVE MONTHS PRECEDING THE CLAIM OR TEN UNITED STATES DOLLARS.
22. Third Party Transactions. Through your use of the Properties, you may have the opportunity to engage in commercial or other transactions with other users, vendors and other third parties. You acknowledge that all transactions relating to any products or services offered by any third party, including but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the third party seller or purchaser of such products and services and you, and that you will look solely to such third party to enforce any of your rights. In the event of any problem with the products or services that you have purchased from a third party you agree that you will address such issues with the third party but all limitations of liability and other rights of Candy Digital shall apply nonetheless. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE PROPERTIES FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY AND NOT BY US.
23. U.S. Export Controls. Software made available to you by the Properties (the "Software"), if any, is subject to U.S. export controls. No Software may be downloaded from the Properties or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
25. Arbitration; No Class Action. PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAW SUIT IN COURT. Use or accessing the Properties or Offers constitutes your acceptance of thisArbitration provision.As a condition of using the Properties, you and we agree that any and all disputes, claims, and causes of action (collectively, "Claims") arising out of or connected with the Properties (except for small claims court Claims, if applicable) shall be resolved exclusively by binding arbitration under the rules of theAmerican Arbitration Association ("AAA"), including the Supplementary Procedures for ConsumerRelated Disputes, for full and final settlement of such Claim applying the Federal Arbitration Act and other federal arbitration laws. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOU AND WE ALSO AGREE THAT (A) ANY CLAIMS WILL BE RESOLVED INDIVIDUALLY NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE, MEMBER OF OTHERWISE ON BEHALF OF OTHERS IN ANY PURPOSED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AND NOT THROUGH ANY CLASS ACTION, (B) IF A CLAIM PROCEEDS IN COURT ANYWAY, WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL; AND (C)EITHER YOU OR WE MAY SEEK A COURT INJUNCTION REGARDING INTELLECTUAL PROPERTY INFRINGEMENT. ARBITRATION DOES NOT INVOLVE A JUDGE ORJURY. Although court review of an arbitration award may be limited, an arbitrator is empowered to award the same damages and relief as a court, including injunctive relief or statutory damages.Notwithstanding the foregoing, either party may seek temporary or emergency equitable relief to enforce its rights in any court of competent jurisdiction.You may seek arbitration of a Claim by contacting our registered agent at: Incorporating Services, Ltd.,3500 S Dupont Highway, Dover, DE 19901. The arbitration may be conducted via telephone, written submissions or in person in a mutually agreed location. Payment of all filing, administration, arbitrator and/or mediator fees ("Fees") will be governed by AAA's rules. The AAA's rules are available at: www.adr.org or call 800-778-7879 (toll-free) for instructions on how to obtain a copy. Unless the AAA arbitrator determines that your Claim was frivolous, we will (i) reimburse you for the Fees paid by you, and (ii) will not seek reimbursement from you for our attorneys' fees and costs associated with the arbitration. You and we further agree that an award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other proceeding except to enforce the award itself and any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Delaware, or theUnited States District Court for the District of Delaware. For any Claims that are not subject to arbitration, if any: (a) the exclusive jurisdiction and venue for proceedings involving Claims shall be the courts of competent jurisdiction sitting within the State of Delaware (the "Forum"), and the parties hereby waive any argument that any such court does not have personal jurisdiction or that the Forum is not appropriate or convenient; (b) you and we waive any and all rights to trial by jury with respect to any Claims.
27. Contact Information. Candy Digital, Inc., 205 Hudson Street, New York, NY 10013.