Terms of Services
Last updated: 21st June 2022
These Terms of Service constitute a legally binding agreement (this “Agreement“) between you and Power Plins (“we,” “us,” or “our“) and govern your participation in any Power Plins NFT Mint, purchase and use of any Power Plins NFT.
By participating in any Power Plins NFT Auction, purchasing any Power Plins NFT, or using any Power Plins NFT Art within our Services, you expressly acknowledge that you understand this Agreement and accept all of its terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT PARTICIPATE IN ANY POWER PLINS NFT MINT, PURCHASE ANY POWER PLINS NFT, OR USE ANY POWER PLINS NFT ART ON OUR SERVICES.
“Power Plins NFT Art” means any art, graphics, images, videos, designs, logos, taglines, drawings, and all other audiovisual materials, sound, music and text (including, without limitation, fonts) that may be associated with your Power Plins NFT, including any images, depictions, renderings or representations of Power Plins NFTs, including Recipe NFTs, Ingredient NFTs, Pancake NFTs and Boss NFTs.
“Power Plins NFT” means any non-fungible token on the Arbitrum and Ethereum blockchains that you either successfully provided the highest bid for at a Power Plins NFT Auction or otherwise rightfully acquired from a legitimate source, where proof of your acquisition is recorded through and can be traced via smart contracts on the Arbitrum and Ethereum blockchains to the original highest bidder from the applicable acquisition.
“Intellectual Property Rights” means any works of authorship, copyrights, moral rights, trademarks, service marks, trade names, goodwill, trade secrets, know-how, patents, designs, algorithms and other industrial property and proprietary rights and any and all rights in or associated with any of the foregoing (including rights in any registrations, applications, renewals, extensions, continuations, divisions or reissues), recognized in any country or jurisdiction in the world.
2. The Mint and Purchase
If you buy a Power Plins NFT on any platform, you agree not only to be bound by the terms of this Agreement but by any and all terms of service applicable to the platform. Power Plins is not affiliated with external platforms nor any other third-party site, product, or service you might access, visit, or use for the purpose of enabling you to purchase a Power Plins NFT. We are also not liable for any acts or omissions of any external platform or any other third party, or for any damages you may suffer as a result of your transactions or any other interaction with them.
You acknowledge and agree that, as between you and Power Plins, Power Plins owns all legal right, title, and interest in and to any and all Power Plins NFT Art (including all Intellectual Property Rights therein) (collectively, the “Power Plins Materials“). You acknowledge that the Power Plins Materials are protected by applicable laws including applicable copyright and trademark laws. The rights that you have in and to the Power Plins NFT and Power Plins NFT Art are limited to those expressly stated in Section 4 of this Agreement. Power Plins reserves all rights and ownership in and to the Power Plins Materials not expressly granted to you in this Agreement.
You acknowledge and agree that, except as expressly set forth in this Agreement to the contrary: (a) your acquisition of a Power Plins NFT does not give you any rights or licenses in or to the Power Plins Materials; (b) you do not have the right to modify, reproduce, create derivative works of, distribute, sell, license or otherwise commercialize any elements of the Power Plins Materials; (c) you will not apply for, register, or otherwise use or attempt to use any Power Plins trademarks or service marks, or any confusingly similar marks, anywhere in the world; and (d) you have no right to and shall in no event take any enforcement action (including by, for example, sending DMCA takedown notices) or make any claims based on any Power Plins Materials without Power Plins’ prior written consent in each instance, and Power Plins may, in its sole discretion, undertake any necessary actions to prevent any unlicensed or unauthorized use and/or distribution of any Power Plins Materials.
4. Licensed Rights
(a) Your Licensed Rights. You acknowledge and agree that the Power Plins NFTs are made available solely for entertainment purposes, and, subject to your continued compliance with this Agreement, Power Plins grants you a limited, non-exclusive, non-sublicensable, non-transferable (except as permitted in Section 4(b) below), license to display the Power Plins NFT Art, solely for your own personal, non-commercial use (the “Licensed Rights“). Your Licensed Rights include the ability to display the Power Plins NFT Art as your avatar or profile picture anywhere on the internet or the physical world. To use your Power Plins NFTs in advertising, display privately and in groups, including virtual galleries, documentaries and essays, as long as creator is credited.
(b) Permissible Transfers of Your Licensed Rights. You have the limited right to assign or transfer your Licensed Rights solely in connection with the sale or disposition of your Power Plins NFT, provided that: (i) the transferee accepts all of the terms of this Agreement; (ii) you have not, prior to the transfer or assignment, breached this Agreement; and (iii) prior to the transfer or assignment, your Licensed Rights have not been terminated. Any attempted transfer or assignment of your Licensed Rights that do not satisfy the requirements of this Section 4(b) shall be null and void and shall constitute a material breach of this Agreement.
5. License Restrictions
You agree that, without Power Plins’ express prior written consent, you may not, nor permit any third party to, do or attempt to do any of the following: (a) modify any Power Plins NFT Art in any way, including by modifying any of the shapes, designs, drawings, attributes, or color schemes; (b) use any Power Plins NFT Art to advertise, market, or sell any product or service; (c) use the Power Plins NFT Art in any way, or in connection with images, videos, or other forms of media, that violates our Content Policy; (d) sell, distribute for commercial gain (including giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Power Plins NFT Art; (e) attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Power Plins NFT Art; or (f) utilize the Power Plins NFT Art for your or any third party’s commercial benefit.
To the extent the Power Plins NFT Art contains any third-party Intellectual Property Rights (e.g., licensed Intellectual Property Rights from a celebrity, artist, or other public figure), you understand and agree that: (i) you will not have the right to use any third-party Intellectual Property Rights in any way except as incorporated in the Power Plins NFT Art, and subject to the license and restrictions contained in this Agreement; (ii) depending on the nature of the license granted from the owner of the third-party Intellectual Property Rights, Power Plins may need to pass through additional restrictions on your ability to use the Power Plins NFT Art; and (iii) to the extent that Power Plins notifies you in writing (email sufficing) of any additional restrictions that apply to the Power Plins NFT Art due to third-party Intellectual Property Rights, you will comply with those restrictions from the date that you receive notice from us, and your failure to comply with those restrictions will be deemed a breach of this Agreement.
6. Termination of the Licensed Rights
If you sell, trade, donate, give away, transfer, or otherwise dispose of your Power Plins NFT for any reason, your Licensed Rights will automatically and immediately terminate, and you will have no further rights in or to the Power Plins NFT Art. We will use the Arbitrum and Ethereum blockchain’s record for your Power Plins NFT to determine whether you no longer possess the applicable Power Plins NFT and associated Licensed Rights. We may, but are not obligated to, provide you with notice regarding the revocation of your Licensed Rights. Additionally, the Licensed Rights shall automatically terminate and all rights shall return to Power Plins if: (a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent or are placed in the hands of a receiver; (b) you engage in any unlawful business practice related to your Power Plins NFT; or (c) you disparage or initiate any legal action against Power Plins, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys (collectively, the “Power Plins Parties“). Additionally, if any Power Plins NFT Art or any part of the Power Plins NFT Art becomes, or in Power Plins’ opinion be likely to become, the subject of a claim of infringement, Power Plins has the right, at Power Plins’ sole option, to (1) procure for you the right to continue using such Power Plins NFT Art, (2) replace the Power Plins NFT Art so that the Power Plins NFT Art becomes noninfringing, or (3) terminate your license to the Power Plins NFT Art without further obligation to you.
7. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
YOU UNDERSTAND AND ACKNOWLEDGE THAT POWER PLINS NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ARBITRUM AND ETHEREUM BLOCKCHAINS AND ARE NOT LEGAL TENDER OR INTENDED FOR INVESTMENT PURPOSES. ALL SMART CONTRACTS ARE ON AND ALL TRANSFERS OF POWER PLINS NFTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ARBITRUM AND ETHEREUM BLOCKCHAINS. POWER PLINS HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO ANY OF THOSE SMART CONTRACTS OR TRANSFERS. ALL POWER PLINS NFTS AND THE POWER PLINS NFT ART ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO POWER PLINS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE POWER PLINS NFTS OR ANY PART THEREOF (INCLUDING ANY SMART CONTRACT, EXTERNAL WEBSITES, POWER PLINS NFT ART, OR SECONDARY SALES OF OR ALLEGED SECONDARY MARKETS FOR POWER PLINS NFTS), INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY OR RELIABILITY.
IN NO EVENT SHALL ANY OF THE POWER PLINS PARTIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY THIRD-PARTY TECHNOLOGY OR PARTY RELATED TO ANY OF THE POWER PLINS NFTS, POWER PLINS NFT ART, AND POWER PLINS NFT MINTS, INCLUDING THE ETHEREUM FOUNDATION, THE METAMASK WALLET, AND MARKETPLACES.
IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL ANY OF THE POWER PLINS PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT, THE POWER PLINS NFTS, THE POWER PLINS NFT ART, OR THE POWER PLINS NFT MINT (EVEN IF THE POWER PLINS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE POWER PLINS PARTIES EXCEED US$40.
THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
8. Assumption of Risk
Power Plins NFTs are made available solely for entertainment purposes. You agree that you assume the following risks: (a) to the extent there is a price or market for a blockchain asset such as a non-fungible token, (i) those prices and markets are extremely volatile, (ii) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including your Power Plins NFT, and (iii) there is no guarantee that your Power Plins NFTs will have or retain any value; (b) the commercial or market value of your Power Plins NFT may materially diminish in value as a result of a variety of things, including negative publicity associated with Power Plins; (c) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and the Power Plins Parties expressly disclaim any responsible for these risks; (d) the Power Plins Parties do not make any promises or guarantees about the availability of your or any other Power Plins NFTs or Power Plins NFT Art or that they will host your or any other Power Plins NFTs or Power Plins NFT Art at any specific location and/or for any specific period of time; (e) upgrades to the Arbitrum and Ethereum blockchains, a hard fork or other change to the Arbitrum and Ethereum blockchains, a failure or cessation of the Arbitrum and Ethereum blockchains or its underlying cryptocurrency, or a change in how transactions are confirmed on the Arbitrum and Ethereum blockchains may have unintended, adverse effects on all blockchains using those or similar technologies, including Power Plins NFTs; (f) the Power Plins Parties do not make any promises or guarantees related to any marketplaces, any Wallets, the Ethereum Foundation, the Arbitrum and Ethereum blockchains, or any other third parties related to Power Plins (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); (g) the risk of losing access to your Power Plins NFT due to loss of your private key(s), custodial error or purchaser error; (h) the risk of mining attacks; (i) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties; (j) 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 value of the Power Plins NFTs; (k) the taxes due as a result of, and tax consequences associated with, any of your Power Plins NFT-related transactions; (l) the risk of engaging in any transactions relating to your Power Plins NFTs with third parties (e.g., transferring your Power Plins NFT from a third party on any so-called “secondary market“); and (m) the risk of social engineering or similar attacks.
You also acknowledge and agree that: (i) you have obtained sufficient information to make an informed decision regarding the Power Plins NFTs; (ii) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (iii) none of the Power Plins Parties covenant, represent, or warrant that any Power Plins NFT, or its supporting systems or technology, is reliable, current or error-free or otherwise meets your requirements, that defects in the Power Plins NFT, or its supporting systems or technology, will be corrected, or that the delivery mechanism for Power Plins NFTs will be free of viruses or other harmful components; and (iv) none of the Power Plins Parties will be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to any Power Plins NFT Mint, sale or the Power Plins NFTs.
9. Governing Law
This Agreement and all matters related to it and/or any Power Plins NFTs, Power Plins NFT Art, or Power Plins NFT Mint will be governed by the laws of Austria, without regard to its conflict of laws rules (except to the extent that law is inconsistent with or preempted by federal law). All disputes related to this Agreement or the Power Plins NFTs, Power Plins NFT Art, or Power Plins NFT Mint will be brought solely in the federal or state courts located in Austria, and you consent to personal jurisdiction in these courts.
10. Changes to this Agreement; Changes to the Power Plins Services
Power Plins may make changes to this Agreement from time to time. When Power Plins makes such changes, we will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made, and, by way of example, your continued access to or use of the Power Plins NFT Art after the Agreement has been updated will constitute your binding acceptance of the updates. To the extent our Services permit the inclusion, involvement, visualization, or display of the Power Plins NFT Art, including by cryptographically verifying your rights to display the Power Plins NFT Art in connection with your Power Plins NFT, you acknowledge that: (a) the image quality, design specifications, and other visualized output of any Power Plins NFT Art will be subject to Power Plins’ discretion and technological constraints; and (b) Power Plins reserves the right to modify, suspend, or discontinue the display of Power Plins NFT Art on our Services (in whole or in part) at any time, with or without notice to you.
You cannot participate in any Power Plins NFT mint, purchase or use any Power Plins NFT, or display any Power Plins NFT Art if you: (a) are not able to form legally binding contracts (for example, if you are under 18 years old); or (b) are a person with whom transactions are prohibited under economic or trade sanctions.
You will defend, indemnify, and hold any and all of the Power Plins Parties harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the Power Plins NFT and any Licensed Rights and/or your participation in the Power Plins NFT mint, including: (a) our breach of this Agreement or any third-party terms; (b) your violation of any law or the rights of any third party as a result of your own interaction with that third party; (c) any allegation that any materials or communications that you submit to us or transmit in the course of any Power Plins NFT mint infringe or otherwise violate the Intellectual Property Rights of any third party; or (d) any other activities in connection with any Power Plins NFT mint or the Power Plins NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We reserve the right to control the defence of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims.
You are solely responsible for all taxes and charges (including any VAT, sales, or compensating-use tax or equivalent tax and any taxes on the resale of any Power Plins NFT) that apply in connection with any Power Plins NFT mint or sale and any subsequent transaction involving any Power Plins NFT. The applicable tax rate will be determined based upon the state, county, or locale. The Power Plins Parties are not responsible for determining the taxes that may apply to any of your transactions.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Throughout this Agreement, the use of the word “including” means “including but not limited to.” The obligations in this Agreement that are intended by their terms to survive the expiration or termination of this Agreement shall so survive, including Sections 1-3, and 5-14.
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