These NFT Terms of Service (“NFT Terms”) apply to sales by Production Playground, Inc., a Delaware corporation (“Issuer”), through Issuer’s websites, Third Party Sites (for example, Jafoo.art), and blockchain-based applications (all of the foregoing, together with the functionality associated therewith, collectively, the “Platform”) of non-fungible tokens (“NFTs”). Issuer (sometimes referred to herein simply as “we,” “us,” or “our”) may sell NFTs to initial purchasers thereof, and may provide goods and services to initial purchasers and subsequent transferees of NFTs (sometimes referred to herein simply as “you” or using similar terms), including without limitation access to the Platform, subject to your acceptance of these NFT Terms. Jafoo.art, is a subsidiary of Production Playground LLC. These NFT Terms, together with the Jafoo.art Terms of Service and Privacy Policy, are a binding contract between you and us. Your purchase of, acquisition of, and/or ownership of, NFTs through the Platform constitutes your full and unconditional agreement to these NFT Terms. We may update these NFT Terms by providing a new version online and your continued use of the Platform after any such update constitutes your binding acceptance of such changes. We may immediately terminate our contract with respect to you and your access to the Platform and any NFTs if you fail to comply with any of the NFT Terms or for any other reason the company determines.
PLEASE READ THESE NFT TERMS CAREFULLY BEFORE USING THE PLATFORM. THESE NFT TERMS GOVERN YOUR USE OF THE PLATFORM, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT OR PROVIDED SPECIFIC TERMS WITH YOU FOR THAT PURPOSE. THE PLATFORM IS ONLY AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE NFT TERMS.
IF YOU ARE ACCEPTING THESE NFT TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE NFT TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE NFT TERMS, THEN WE ARE UNABLE TO MAKE THE PLATFORM AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE NFT TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE PLATFORM OR ANY PART OF IT, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE NFT TERMS, AND YOU REPRESENT AND WARRANT THAT YOU ARE TWENTY-ONE (21) YEARS OLD OR OLDER.
may, where expressly stated in the description of such NFTs, include additional functionality, content, or subscription access to goods, services and/or experiences;
may be unique or part of a limited series, or redeemable only once;
may include the ability to redeem an electronic certificate for goods, services and experiences, which may be unique or part of a limited series, or redeemable only for a specified number or amount of goods, services and experiences;
may be subject to additional terms or qualifications as stated in the description of the NFT; and
are subject to applicable laws as in effect from time to time
“Own” means your rights with respect to an NFT you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the applicable blockchain. You agree, in relation to any NFT that you Own, that you Own that NFT in accordance with any description which accompanies that NFT. Issuer may, at its option, use third party platforms or wallet extensions (which may be owned or operated by third parties) to sell NFTs (“Third Party Sites”). You agree to adhere to any applicable terms of service or privacy policies applicable to the use of any Third Party Sites.
UNLESS STATED OTHERWISE IN THE DESCRIPTION OF THE APPLICABLE NFT, AN NFT THAT YOU OWN WILL BE TRANSFERABLE, BUT ANY TRANSFEREE WILL BE SUBJECT TO THESE NFT TERMS. NFTS THAT WE PROVIDE ARE UTILITY TOKENS TIED TO UNIQUE GOODS, SERVICES AND EXPERIENCES. YOU SHOULD NOT PURCHASE OUR NFTS WITH A VIEW TO INVESTMENT, RESALE OR SPECULATION. THERE CAN BE NO ASSURANCE AS TO THEIR PRESENT OR FUTURE VALUE, TRANSFERABILITY OR MARKETABILITY.
You acknowledge and agree that Issuer (or, as applicable, its licensors) own all rights, title and interest in and to any artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, trade dress, copyright, recipes, formulas and other creative materials that may be associated with any NFT that you Own (collectively, “Creative Materials”), and all intellectual property rights therein. The rights that you have in and to the Creative Materials are limited to those expressly stated below, under “Intellectual Property Ownership, Licenses and Restrictions.” Notwithstanding any purchase of NFTs, all right, title, and interest in the Issuer Intellectual Property (as defined below), including the Creative Materials and other Issuer Intellectual Property incorporated in any NFTs (including NFTs that you Own) and including all copyrights, trademarks, and other intellectual property rights therein, are held by Issuer or its licensors, and you agree not to infringe, violate or misappropriate those exclusive rights.
Once you Own any NFT, you are responsible for any loss or damage to, or loss of access to, the NFT and neither Issuer nor any of its licensors shall have any liability in such circumstances, regardless of cause. You expressly understand and agree that your use of the Platform and any NFTs is at your sole risk and that the Platform and NFTs are provided “as is” and “as available.”
All sales of NFTs are final. Once you have made a purchase of an NFT, you should promptly take the necessary steps to complete your transaction (e.g., activate or download any content or secure any seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for NFTs. You may purchase NFTs using real or virtual/cryptocurrency, where multiple payment options are made available to you. You may resell or otherwise transfer an NFT that you Own where this is permitted by these NFT Terms and applicable law. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. Anyone receiving such NFTs from you agrees to and is bound by these NFT Terms. You are strictly forbidden to sell, swap, donate, give away, transfer, or otherwise dispose of your purchased NFT to any person who is not twenty-one (21) years or older. We expressly reserve the right to seize, freeze, or otherwise modify the ownership of any NFT in case of non-compliance with the foregoing.
1.6.1 Limited Edition.
Our sale of NFTs pursuant to these NFT Terms being launched in December, 2022 will be capped at 4,520 NFTs, each with a unique design featuring artwork by CurtisNicely and Kryptonomous-B, as follows:
First Born quantity: 20
Series I quantity: 1,500
Series I Brand Hoodie quantity: 1,500
Series I Deck quantity: 1,500
We reserve the right to issue new NFTs and related goods and experiences in the future.
1.6.2 Pricing.
Each NFT will be priced at 0.08 Ethereum, NOT inclusive of all applicable NFT minting and “gas” costs, excise taxes and U.S. domestic shipping. Additional sales tax may be charged.
1.6.3 NFT and Experience.
Each Jafoo Series I NFT will include redeemable elements (a) the potential to receive discounts on Jafoo Merchandise and (b) the ability to a profit sharing benefit at the discretion of the issuer.
Each Jafoo Brand Hoodie NFT will include redeemable elements and the ability to a profit sharing benefit at the discretion of the issuer regarding its respective Custom Jafoo Brand Hoodie.
Each Jafoo Skate NFT will include redeemable elements and the ability to a profit sharing benefit at the discretion of the issuer regarding its respective Custom Jafoo Skateboard Deck.
1.6.4 Merchandise Discounts
Each Jafoo Series I NFT includes the potential to receive merchandise discounts beginning on January 1, 2023 and ending January 31, 2024 (the “Redemption Period”)
Each Jafoo Brand Hoodie NFT includes a key that may be redeemed for the Hoodie beginning on January 1, 2023 and ending September 1, 2023 (the “Hoodie Period”), by visiting the Platform to confirm your key and reserve your Hoodie within the Hoodie Period using the Jafoo.art shop system (subject to availability of your desired date).
Each Jafoo Skate NFT includes a key that may be redeemed for the Hoodie beginning on January 1, 2023 and ending September 1, 2023 (the “Hoodie Period”), by visiting the Platform to confirm your key and reserve your Hoodie within the Hoodie Period using the Jafoo.art shop system (subject to availability of your desired date).
Jafoo.art merchandise shall be shipped only to a valid U.S. address not located in an Ineligible Address State (as defined below) and to a recipient who is at least 21 years old. No shipments shall be made to addresses outside of the U.S. (a “Non-U.S. Address”) or where prohibited or restricted by local law.
Regardless of who Owns the applicable NFT as of the date of redemption of the applicable Redeemable Element, the right to take part in an experience curated by Issuer will be held by the record holder of the NFT at the time of the applicable experience, provided that such record holder meets the eligibility criteria listed in Section 2.1. Additional terms may apply, as provided for in the description of the NFT, as required by Issuer or as required by applicable law. In the event that the record holder of the NFT at the time of the applicable experience refuses to comply with such additional terms, Issuer reserves the right to cancel the applicable Redeemable Elements and deny participation in such experience, without any compensation to any party.
You agree not to use the Platform or NFTs that you Own for any other purpose. We reserve the right to require that you register with us or one of our Platform partners in order to access the NFTs. If you are required to register an account with us or any such third party, you agree to provide accurate, current and complete information about yourself as part of that process.
Subject to the licenses expressly granted below, we (or where applicable, our licensors) own all rights, title and interest in and to:
the Creative Materials and all proprietary source code, object code and other technology associated with the NFTs, and
any and all other content and materials available through the NFTs, any associated application, and all intellectual property rights therein (collectively, “Issuer Intellectual Property”). Issuer Intellectual Property may be used only in connection with the NFTs, for personal, non-commercial purposes, as expressly permitted in these NFT Terms.
Unless explicitly stated, you should assume that all Issuer Intellectual Property is protected by copyright, trademark and other applicable intellectual property rights and may not be used except as permitted in these NFT Terms. Issuer does not grant, by implication, estoppel, or otherwise, any license or right to use any Issuer Intellectual Property or NFTs in a manner inconsistent with these NFT Terms without the prior written permission of Issuer and/or any third party that may own additional intellectual property
Issuer grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and any NFTs that you Own (including all software, Creative Materials, content, virtual items and other material associated with the NFTs) for your own personal, noncommercial use only. You may not use the Platform for any unlawful purpose. We reserve all rights in and to the Platform and the NFTs not expressly granted to you under these NFT Terms.
Without limiting the generality of the foregoing, subject to your continued compliance with these NFT Terms, Issuer grants you a limited, non-exclusive, non-transferable, royalty-free license to display the Creative Materials for NFTs that you Own, solely, for the following purposes:
for your own personal, non-commercial use; or
as part of a marketplace that permits the purchase and sale of NFTs (provided that the marketplace cryptographically verifies each NFT owner’s right to display the Creative Materials to ensure that only the actual owner of the NFT can display the Creative Materials). You may not (and may not permit any third party to):
modify the Creative Materials in any way, including without limitation, the shapes, designs, drawings, attributes, or color schemes;
use the Creative Materials to advertise, market, or sell any product or service (with the exception of a resale of an NFT as permitted by these NFT Terms and applicable law);
use the Creative Materials in any manner which would constitute or amount to an endorsement of or relationship with any particular third party, entity, product, product category, charity or service;
grant any third-party the right to use through the Creative Materials;
use the Creative Materials in connection with images, videos, or other forms of media or content that depict or promote violence, hatred, sexual conduct, illicit drugs or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
use the Creative Materials in movies, videos, or other forms of media, except solely for your own personal, non-commercial use;
sell, distribute, or otherwise commercialize merchandise that depicts, embodies, contains, or consists of the Creative Materials;
attempt to trademark, copyright, or otherwise acquire any intellectual property rights in the Creative Materials except for the limited license granted pursuant to these NFT Terms; or
otherwise use the Creative Materials for your or any third party’s commercial benefit. To the extent that the Creative Materials contain any intellectual property licensed from a third party, you will not have the right to use such third party intellectual property in any way except as incorporated in the Creative Materials (and subject to all of the restrictions set forth herein with respect to your use of the Creative Materials). The license granted in these NFT Terms apply only to the extent you continue to Own the applicable NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of a NFT for any reason, the license granted in these NFT Terms will immediately expire, and you will have no further rights in or to the NFT or the related Creative Materials.
In addition, you agree that you shall not remove any proprietary notices or labels on or in the Issuer Intellectual Property and/or not bypass, modify, defeat or circumvent any technologies or methods to deliver or protect the NFTs or any other Issuer Intellectual Property.
We reserve the right to modify or discontinue the NFTs or the Platform (or any parts of any associated software or applications relating thereto) with or without notice at any time; provided, however, that we will use reasonable efforts to provide advance notice of such action. Issuer (including, without limitation, our licensors) shall not be liable to you or any third party for any modification, suspension or discontinuance of the NFTs or the Platform or any associated software, applications or functionality.
By using Issuer’s websites and proprietary applications, it is your responsibility to know, understand and abide by the Jafoo.art Terms of Service and Privacy Policy, which are incorporated herein by reference. Any information that you may provide to the Issuer during your use of the Platform is subject to the Privacy Policy. Any information that you may provide to a Third Party Site during your use of the Platform is subject to the Third Party Site’s privacy policy, and your use of any Third Party Site included in the Platform is governed by the terms of service of the applicable Third Party Site.
When registering for the Platform or third party services that facilitate access to the Platform, you may be required to select a username and password, private key, or other form of secure authentication that will be used to access your account (collectively, “Access Credentials”). You are responsible for any use of your Access Credentials, whether by you or others. You agree to keep your Access Credentials confidential and not share them with anyone else. Issuer is not liable for any loss or damage arising from your failure to protect your Access Credentials or any other personal information, including but not limited to loss of access to any NFTs. You authorize Issuer to act on instructions received through use of your Access Credentials, and Issuer may, but is not obligated to, deny access or block any transaction made through use of your Access Credentials without prior notice.
Termination may include, but not be limited to (a) removal of your access to, or listing of NFTs on, the Platform, (b) the deletion of all account information related to the NFTs from the Platform, and (c) barring any further use of or access to the Platform by you.
There are risks associated with using Internet-based digital assets such as NFTs and cryptocurrency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum blockchain network, however caused.
The prices of NFTs can be extremely volatile and subjective, and NFTs have no inherent or intrinsic value. To the extent there is a price or market for a blockchain asset such as an NFT, (a) those prices and markets are extremely volatile, (b) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including NFTs, and (c) there is no guarantee that NFTs will have or retain any value. NFTs are not securities or financial instruments and are not offered for investment purposes. The commercial or market value of NFTs may materially diminish in value as a result of a variety of things, including negative publicity associated with Issuer. You accept and acknowledge that we will not be responsible for the risks of engaging in any transactions relating to your NFTs with third parties (e.g., transferring your NFT from a third party on any so-called “secondary market”).
The Platform does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the Platform’s supporting blockchain in the Ethereum blockchain network. Any transfer of NFTs occurs within the supporting blockchain in the Network, and not on the Platform. We do not make any promises or guarantees about the availability of NFTs or that it will host your or any other NFTs at any specific location and/or for any specific period of time. Upgrades to the Ethereum blockchain, a hard fork or other change to the Ethereum blockchain, a failure or cessation of the Ethereum blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs. We do not make any promises or guarantees related to the Ethereum Foundation, the Ethereum blockchain, or any other third parties related to the NFTs or the Platform (including any of their respective applications and/or services, as well as to the continued availability of or the protection or storage of any data you provide to those parties). You accept and acknowledge that we will not be responsible for any loss of access to your NFTs due to loss of your private key(s), custodial error or purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Platform ecosystem, and therefore the potential utility or value of your NFTs. You accept and acknowledge that we will not be responsible for the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and
You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Platform or other NFT-related transactions.
You also acknowledge and agree that: (a) you have obtained sufficient information to make an informed decision regarding the NFTs; (b) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (c) Issuer does not represent or warrant that any NFTs, or its supporting systems or technology, are reliable, current or error-free or otherwise meets your requirements, that defects in the NFTs, or their supporting systems or technology, will be corrected, or that the delivery mechanism for NFTs will be free of viruses or other harmful components; and (d) Issuer shall not be responsible for any communication failures, disruptions, errors or delays you may experience related to the NFTs.
The number of items is limited in this block. Open the Block parameters to change the amount of items.
The number of items is limited in this block. Open the Block parameters to change the amount of items.
The number of items is limited in this block. Open the Block parameters to change the amount of items.
Any cryptocurrency payments or financial transactions that you engage in via the Platform will be conducted solely through the Ethereum blockchain network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We do not provide refunds for any purchases that you might make on or through the Platform – whether NFTs or anything else. Whether a particular cryptocurrency is accepted as a payment method by us is subject to change at any time in our sole discretion.
Any fiat currency payments via credit cards or other means will be directed to our unaffiliated third-party payment processor. All bank, credit card, or other payment information is sent directly to and stored with the payment processor using its security protocols. We do not store your payment information on our systems and shall not have any responsibility for the safety or security of that information. We may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions including their privacy policies.
We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transaction that you engage in via the Platform, or any other payment or transactions that you conduct via the Ethereum blockchain network.
We will charge you, withhold and pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform. To allow us to determine our tax obligations, you agree that we rely on your IP address. You are required to inform us if your IP address does not reflect your country of residence.
NFTs provided by Issuer are intended for purchase and use by persons 21 years of age or older. You acknowledge and agree that you are not permitted to visit Issuer’s website or purchase the NFTs, and shall not access Issuer’s website or purchase any NFTs provided by Issuer if you are under the age of 21. By using the Platform, you certify that you are at least 21 years of age and agree to provide us with accurate information and verification concerning your age or identity if we request it. You also agree not to assist anyone under the age of 21 in accessing Issuer’s website or the NFTs or attempt to contact anyone under 21 while accessing or using the Platform.
You agree that, except as otherwise expressly provided in these NFT Terms, there shall be no third party beneficiaries to these NFT Terms. You acknowledge and agree that Issuer’s licensors are intended third party beneficiaries of these NFT Terms
These NFT Terms, together with Production Playground LLC, Jafoo.art Terms of Service and Privacy Policy, which are incorporated herein by reference, constitute the entire agreement between you and Issuer with respect to the NFTs. The failure of Issuer to exercise or enforce any right or provision of these NFT Terms shall not constitute a waiver of such right or provision. If any provision of these NFT Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision, and the other provisions of these NFT Terms remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim, or cause of action you may have arising out of or related to the use of any NFTs or the Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles and headings in these NFT Terms are for convenience only and have no legal or contractual effect.
In order to enhance your experience of our products, Production Playground LLC. and its affiliates and subsidiaries (collectively, "Company") makes this website available for the personal use and enjoyment of visitors (the "Website"). Company has established these Terms and Conditions so that you will know what is expected from Company, and Company will know what to expect from you. YOUR USE OF THIS WEBSITE CONSTITUTES YOUR AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS.
YOU MUST BE 21 YEARS OF AGE OR OLDER TO USE THIS WEBSITE. IF YOU ARE NOT 21 YEARS OR OLDER, DO NOT AGREE TO THESE TERMS AND CONDITIONS.
THESE TERMS AND CONDITIONS INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE WEBSITE OR OUR SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT.
THE DISPUTE RESOLUTION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION.
THESE TERMS AND CONDITIONS ALSO INCLUDE A JURY WAIVER.
MORE INFORMATION ABOUT THE ARBITRATION, CLASS ACTION WAIVER, AND JURY WAIVER CAN BE FOUND IN THE ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY WAIVER SECTION BELOW.
This Website is for your personal, non-commercial use only. The copyrights to all contents of this Website are proprietary to Company or its third-party licensors, and you may not reproduce, display, post on any other website, modify, distribute, perform, reuse, broadcast, or otherwise transmit any portion of this Website without Company's written consent. All content, names, logos, taglines, trademarks, service marks, design marks, trade dress, brand identities, graphics, artwork, videos, music, software and other intellectual property contained on this Website are owned or licensed by Company and may not be used by you without the prior written consent of Company.
You represent and warrant to Company that you will not use this Website for any purpose that is unlawful or prohibited by the terms, conditions or notices in these Terms and Conditions and on this Website. Any unauthorized use of the content of this Website may subject you to civil or criminal penalties.
Although Company makes all reasonable efforts to ensure that the content of the Website is up-to-date and correct, Company makes no warranties as to its accuracy. YOU AGREE THAT USE OF THIS WEBSITE IS AT YOUR SOLE RISK. ALL MATERIALS ON THE WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE OR ANY INFORMATION PROVIDED ON OR DOWNLOADED FROM THIS WEBSITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You acknowledge that any electronic mail, electronic messaging or other input to Company through this Website is non-confidential. The submission of such materials in no way creates any obligation or duty on the part of Company to post or use such materials or, if Company does so, to give you credit or payment. You represent and warrant that you own or have permission to transmit any materials, videos, GIFs, images, photographs, content, or communications (collectively, "Material(s)") transmitted by you to this Website and that such Materials do not infringe upon, misappropriate, or violate the copyright, trademark, other intellectual property, publicity, or privacy rights of any third party or non-person, whether living or dead. By submitting, transmitting or posting any Material to this Website, you grant Company and all other such third parties as Company may designate, the absolute, irrevocable, worldwide, perpetual right and permission to reproduce, publish, store, post, display, distribute, identify, depict, modify, license, exploit, prepare derivative works of and/or otherwise use the Material, in any manner, form, format or media now or hereinafter created and for any purpose, including but not limited to advertising, all without further notice, consent or payment.
All Material you submit to Company through the Website must be your original creation – in other words, you must have created the Material. If the Material is not your original creation, the person who created the Material must submit it. By submitting Material to the Website, in addition to the representations and warranties in the paragraph above, you represent and warrant that you are at least 21 years of age or older, and that such Material, including the contents thereof, is your original creation, has not been copied in whole or in part from any other work, and is your sole and exclusive property.
In addition to the rights granted above, by submitting Material to the Website which feature or include your image or likeness, you hereby grant Company permission to use your image or likeness as it appears in any such Material and to reproduce, publish, store, post, distribute, display, identify, depict, modify, license, exploit, prepare derivative works of and/or otherwise use the Material, and to post such Material (as submitted, or as edited, modified or otherwise changed at Company's sole discretion) in composite or distorted character, with or without accompanying music or credit to you, in any manner, form, format or media now or hereinafter created and for any purpose, including but not limited to advertising, all without further notice, consent or payment. If you submit any Material that contains the image or likeness of any person other than you, you agree to obtain written permission from each such person for Company to use such image or likeness as it appears in such Material and to post such Material on the Website, in the manners described above. By submitting any photograph that contains the image or likeness of any person other than you, you represent and warrant that you have obtained such written permission and that such person is 21 years of age or older.
Any Material submitted to the Website that shows illegal, dangerous, unsafe, pornographic, obscene, profane, defamatory, libelous, or threatening activity or material; any activity or material which could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, promote the excessive or irresponsible consumption of alcohol or illegal drugs, or otherwise violate any law or regulation, or the rights of third parties; or that is otherwise deemed by Company, in its sole discretion, to be inappropriate (including, without limitation, if any such photograph contains an image of a competitive product) will not be posted. Without limiting the generality of the foregoing, any Material will not be accepted or posted, or may be removed to the extent permissible by law, if Company believes, in its sole discretion, that it contains any of the following:
(a) persons under the legal drinking age or under the age of 21; (b) competitive products; (c) unsafe behavior / activity that could result in physical injury or property damage; (d) third party materials that you have no rights to, including without limitation, photographs owned by third parties, images or likenesses of celebrities or other individuals, third party trademarks, artwork, music, videos, etc.; (e) illegal activity, including drug use; (f) obscenity or profanity; (g) defamatory or libelous content; (h) content disparaging any brand of Company or any of their competitors; (i) racist or sexist content; (j) harassing, abusive, vulgar or pornographic content; (k) gambling; (l) false or misleading content; (m) trade secrets, or other confidential commercial or financial information; (n) private information of any third party including without limitation, address, phone number, email address, social security number or credit card information; (o) malicious code, viruses, spyware, trojans or other harmful components; or (p) any content in poor taste.
You must be 21 years of age or older to post to the site.
The third-party websites (including but not limited to social media platforms) linked from this Website, or any link contained in a linked site, are not under Company's control, and Company does not assume any responsibility or liability for such third-party content. Company provides these links for your convenience only, and Company makes no guarantees, representations or warranties as to, and shall have no liability for, any content delivered on any third-party website, including, without limitation, the accuracy, subject matter, quality or timeliness of such content. You are responsible for complying with the policies of any third-party website you visit.
You must obtain Company's permission to link this Website, or any page on the Website, to your website. The fact that Company may be linked to third party websites does not indicate that Company has granted permission to link, and does not constitute an affiliation with, endorsement or recommendation of such third-party website.
Information that you provide Company is subject to the Company Privacy Policy, which is posted at the Website. The Company Privacy Policy describes what information is collected, how the information is used, and the choices you have about the way the information is used. By accessing this Website, you agree to be bound by the terms of the Company Privacy Policy and acknowledge that while Company takes commercially-reasonable technical, administrative, and physical security measures to protect your information, no method of transmission over the Internet, or method of electronic storage is 100% secure, so we unfortunately cannot guarantee absolute security and we are not responsible for any harm caused by interception of such data and communications.
This Website is created and controlled by Company in the State of New York. You agree that any claim arising from or relating to this Website, the services provided through this Website or these Terms and Conditions shall be governed by the substantive laws of the State of New York, without giving effect to any principles of conflicts of law. This Website has been designed to comply with United States law. You are responsible for complying with all applicable local laws if you access this Website from locations outside the United States.
Mandatory Binding Arbitration. The parties to these Terms and Conditions agree that final and binding arbitration on an individual basis shall be the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of our service, this Website or these Terms and Conditions. The parties hereto acknowledge and agree that the Federal Arbitration Act and federal arbitration law apply to arbitrations under these Terms and Conditions (despite any other choice of law provision).
Arbitration under these Terms and Conditions shall be conducted by the American Arbitration Association (the "AAA"). For claims of less than or equal to $75,000 (exclusive of attorney's fees, costs, and alleged punitive damages or penalties), the AAA's Consumer Arbitration Rules will apply; for claims over $75,000, the AAA's Commercial Arbitration Rules will apply. The AAA rules are available at https://www.adr.org. Any Notice of Arbitration should be mailed to us at the following address: Constellation Brands, Inc. 207 High Point Drive, Building 100, Victor, NY 14564 Attn: Legal Department.
Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY DISPUTES TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. Disputes may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction WITHOUT A JURY and not in arbitration.
Waiver of Rights, Including to Trial by Jury. By agreeing to arbitration, the parties understand and agree that they are waiving their rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle their disputes. The rules in arbitration are different. There is no judge or jury, and review of an arbitrator's decision is very limited. BOTH PARTIES FURTHER AGREE THAT, WHETHER A CLAIM WILL BE RESOLVED IN ARBITRATION OR IN COURT, THE PARTIES BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES.
Company is the owner or exclusive regional licensee of the trademarks of the products listed on this Website and all related logos and designs, and many other trademarks, service marks, design marks, logos, taglines and trade dress (collectively, the "Trademarks") in the United States and other countries.
These Trademarks may not be used: (a) by any third party or in connection with any product or service that is not authorized by Company; (c) in any manner which is deceiving to the public or which would impair, dilute, or diminish the value of the Trademarks or harm Company's reputation; (d) in any modified manner, unless authorized by Company; and (e) in any manner likely to cause confusion, disparagement, or dilution as to source.
Company may terminate your right to use this Website, with or without cause at any time in its sole discretion, including, without limitation, upon your violation of these Terms and Conditions. In the event of termination, all representations, warranties, indemnifications, and promises made by you shall survive.
You shall indemnify, defend and hold Company, and its shareholders, subsidiaries, affiliates, officers, directors, members, managers, agents, other business partners and employees, harmless from and against any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) Materials you submit, post, transmit or make available through the Website; (b) your use of the Website; (c) your connection to the Website; (d) your violation of these Terms and Conditions; or (e) your violation of any rights of another.
Materials may be made available via the Website by third parties not within Company's control. Company is under no obligation to scan content posted on the Website for the inclusion of illegal or impermissible content. However, Company respects the copyright interests of others, and it is Company's policy not to permit Materials known by Company to infringe another party's copyright to remain on the Website. Accordingly, Company complies with the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.).
If you believe any Materials on the Website infringe a copyright, you should provide Company 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 the Website are covered by a single notification, a representative list of such works at the 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 Company 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; and
A 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 Company's designated Copyright Agent as follows: copyrightagent@cbrands.com; or Constellation Brands, Inc. 207 High Point Drive, Building 100 Victor, NY 14564, Attn: Copyright Agent, Legal Department.
Upon receipt of a notice of infringement that complies or substantially complies with the DMCA, Company will act promptly to remove or disable access to any Material claimed to be infringing. Company will take reasonable steps to notify the user that created or posted the relevant Material that it has removed or disabled access thereto. Any user whose Material has been removed or disabled in accordance with this policy may provide Company with a counter notification under the DMCA. Such counter notification must be provided in writing addressed to Company's Copyright Agent at the address listed above and must contain:
The user's electronic or physical signature;
Identification of the Material that has been removed or to which access has been disabled and the location at which such Material appeared before it was removed or disabled, including the complete URL;
A statement under penalty of perjury that the user has a good faith belief that the Material was removed or disabled as a result of mistake or misidentification of the Material to be removed or disabled; and
The user's name, address and telephone number, and a statement that the user consents to the jurisdiction of the Federal District Court for any judicial district in which Company may be found and that the user will accept service of process from the person who provided the initial notification of infringement.
The DMCA allows Company to restore removed content if the party filing the original DMCA notice does not file a court action against the user within 10 business days of receiving the copy of the counter notification.
Please be aware that if you knowingly materially misrepresent that Material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
It is Company's policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others. In no event shall Company be liable for any claim of copyright infringement which may arise from the posting of any Material on any third-party website or that may arise from any other unauthorized use by a third party of such Material or other Company user generated content.
These Terms and Conditions and the Privacy Policy referenced herein represent the entire understanding between you and Company regarding your relationship with Company and this Website and supersede any prior statements or representations. If any provision of these Terms and Conditions, or portion thereof, is determined to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Terms and Conditions and the remainder of the Terms and Conditions shall continue in full force and effect. Company's failure to enforce any provision of these Terms and Conditions shall not be deemed a waiver of such provision nor of Company's right to enforce such provision. Company reserves the right to change the Terms and Conditions at any time by posting changes online. Your non-termination or continued use of the Website after changes are posted constitutes your acceptance of the Terms and Conditions as modified by the posted changes.