DISCLAIMER
Your purchase from The X Developers and/or Promoters (collectively, the “The X
Team”) or purchase from any owner of an NFT originally produced by the X Team
(collectively, “X NFTs”) does not constitute a financial investment. When
purchasing an X NFT, whether from the X Team or from another owner on a NFT
marketplace, such as OpenSea, you are buying a piece of art that lives on the
Ethereum blockchain. The X NFTS are objects of play and are not for investment
or speculative purposes. The X Team’s efforts are directed solely toward
building out a game, community and robust and immersive experience in perpetuity
for users, and you should not expect that The X Team’s efforts will result in
capital appreciation or a return on your purchase, whether originally from The X
Team or on the secondary market, of an X NFT.
If you purchase an X NFT, whether from The X Team or on the secondary
market, and ever desire to sell your X NFT, please be aware that the prices of
NFTs are extremely volatile, and fluctuations and volatility in the prices of
other NFTs could impact the price of your X NFT. Given such volatility, you
should only purchase an X NFT if you intend to use it as an object of play and
not as an investment. You assume all risks in connection price fluctuations.
Ownership of an X NFT confers ownership of digital artwork only. No
information in this metapaper is or may be considered to be advice or an
invitation to enter into an agreement for any investment purpose. Furthermore,
nothing in this metapaper qualifies or is intended to be an offering of
securities in any jurisdiction nor does it constitute an offer or invitation to
purchase securities or other financial products. Due to the artistic nature of
the X NFTs, the X NFTs have not been registered with or approved by any
regulator in any jurisdiction. It remains each purchaser’s responsibility to
assure that the purchase of X NFT is in compliance with laws and regulations of
the purchaser’s jurisdiction.
The X is a collection of digital artworks (the “X NFTs”) running on the Ethereum network using uniquely coded smart contracts (each, a “Smart Contract”), which allow users to acquire, buy, sell, own and transfer the X NFTs. blocqX, LLC, a Wyoming limited liability company (“blocqX”, “we” or “us”), together with its partners, is the party making the Website, the X NFTs and the Smart Contracts to effectuate transfer transactions available.
a. You understand that all transactions initiated through a Smart Contract are facilitated and run by third-party electronic wallets on the Ethereum blockchain, and by using the Website or any Smarty Contract you agree that you are governed by the terms of service (or similar policy) and privacy policy for those applicable wallets. We facilitate transactions between buyers and sellers via the Smart Contracts, but are not a party to the agreement between the buyer and seller (unless we are the seller of the X NFT). You bear full responsibility for verifying the identity, legitimacy and authenticity of any X NFT or other digital assets that you purchase or sell.
b. The X NFTs may be available for purchase or transfer (i) on one or more third-party platforms, such as OpenSea, or other marketplaces that may be established from time to time (each, an “NFT Marketplace”), which we do not operate, or (ii) directly from third-party owners of X NFTs (such transactions, “Direct Sales”). The access and use of any NFT Marketplace are subject to the separate terms of that NFT Marketplace and any Direct Sales are subject to the terms thereof. We are not responsible or liable for any third-party NFT Marketplace or any Direct Sales. You covenant not to sue us for any activities that may occur on such NFT Marketplaces or in connection with any Direct Sales (unless we are the seller).
a. Definitions.
i. “Acquired X NFT” means an X NFT that you Own.
ii. “Art” means any art, design, and drawings that may be associated with an X NFT that you Own.
iii. “Own” means, with respect to an X NFT, an X NFT that you purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant Ethereum blockchain.
b. Ownership.
i. When you acquire an X NFT, you only require personal property rights in the X NFT, not any associated Art or other intellectual property. Subject to these Terms and Conditions, you can trade the X NFT, sell it, or give it away for free. Ownership of the X NFT is governed solely by the Smart Contract and the Ethereum network.
ii. We (or, as applicable, our licensors) own the Art, as well as all legal right, title and interest in and to all other elements of the X NFT, and all intellectual property rights therein (including, without limitation, all Art, designs, names, copyrights, trademarks, patents, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements (collectively, the “X NFT Materials”).
iii. Other than expressly stated in these Terms and Conditions, you do not have any other rights in the X NFT Materials. You acknowledge that the X NFT Materials are protected by, as applicable, copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All X NFT Materials are the copyrighted property of blocqX or its licensors, and all trademarks, service marks, and trade names associated with the Website, the X NFTs or otherwise contained in the X NFT Materials are proprietary to blocqX or its licensors. You may not use the blocqX or X name without our prior written consent. Except as expressly set forth herein, your ownership of an X NFT does not grant you ownership of or any other rights with respect to any Art, content, code, data, or other X NFT Materials. We reserve all rights in and to the X NFT Materials that are not expressly granted to you in these Terms and Conditions. For the avoidance of doubt, you understand and agree: (A) that your acquisition or purchase of a X NFT, whether via a Direct Sale or via an NFT Marketplace, does not give you any rights or licenses in or to the Art or X NFT Materials (including, without limitation, our copyright in and to the associated Art or the blocqX or X names and trademarks) other than those expressly contained in these Terms and Conditions; (B) that you do not have the right, except as otherwise set forth in these Terms and Conditions, to reproduce, distribute, or otherwise commercialize any elements of the Art or X NFT Materials without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (C) that you will not apply for, register, or otherwise use or attempt to use any blocqX or X trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.
c. License to Art.
i. Personal Use. Subject to your full and continued compliance with these Terms and Conditions, blocqX grants you a limited worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art of your Acquired X NFT solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a NFT Marketplace that permits the purchase and sale of your Acquired X NFT, provided that the NFT Marketplace cryptographically verifies each X NFT owner’s rights to display the Art for their Acquired X NFT to ensure that only the actual owner of the X NFT can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Acquired X NFTs, provided that the website/application cryptographically verifies each X NFT owner’s rights to display the Art for their Acquired X NFT to ensure that only the actual owner of the X NFT can display the Art, and provided that the Art is no longer visible once the owner of the Acquired X NFT leaves or logs out of the applicable website/application.
ii. No Commercial Use. You many not use, copy or display the Art for your Acquired X NFT for commercial purposes. You acknowledge and agree that if you use the Art for any digital or non-digital commercial purposes, you are in breach of these Terms and Conditions and, in addition to any remedies that may be available to blocqX at law or in equity, blocqX may immediately terminate the license granted above.
d. Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without blocqX’s express prior written consent in each case: (i) modify the Art for your Acquired X NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Acquired X NFT to advertise, market, or sell any third party product or service; (iii) use the Art for your Acquired X NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Art for your Acquired X NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms and Conditions or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Acquired X NFT, except as expressly permitted in these Terms and Conditions; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Acquired X NFT; or (vii) otherwise utilize the Art for your Acquired X NFT for your or any third party’s commercial benefit.. For the avoidance of doubt, it is strictly prohibited and a violation of these Terms and Conditions to use any Art or Acquired X NFTs in order to create a similar or derivative non-fungible token based on the Art or Acquired X NFTs. Such use constitutes a violation of these Terms and Conditions as well as intellectual property infringement, which would cause monetary damages and irreparable harm to blocqX. The restrictions in this Section will survive the expiration or termination of these Terms and Conditions.
e. Other Terms.
i. Transferability; Termination of License. The license granted in Section 5.c above applies only to the extent that you continue to Own the applicable Acquired X NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Acquired X NFT for any reason, the license granted in Section 5.c will immediately expire with respect to you and that blocqX without requiring notice, and you will have no further rights in or to the Art for that X NFT. The license granted in Section 5.c above cannot be transferred, except in connection a sale or transfer of the X NFT to a Transferee who is not Prohibited Transferee.
ii. Trademarks. Notwithstanding anything in these Terms and Conditions, you agree that you will not use the blocqX or X name for any purpose without obtaining our prior written consent. Approval shall be determined in our sole discretion. Furthermore, non-response to a request for such approval shall not be deemed an approval. No trademark or other rights based on the designation of source or origin are licensed to you. Notwithstanding the foregoing, to the extent you acquire any rights to any blocqX trademarks, in consideration for the licenses granted to you in these Terms and Conditions, you hereby assign to blocqX all rights, title, and interest in and to such trademarks, together with all associated goodwill.
iii. Transfer of X NFT. You may freely sell or otherwise transfer its X NFT consistent with your rights in such X NFT as defined in these Terms and Conditions (e.g., posting a sales listing on an NFT Marketplace, by Direct Sale, or otherwise), so long as the Transferee (as defined below) is not a Prohibited Transferee. You represent and warrant that you are not a Prohibited Transferee and will not transfer an X NFT to a Prohibited Transferee.
iv. Enforcement Actions. You will have the non-exclusive right, but not the obligation, to bring an action to enforce any infringement of any rights you hold in the Art linked to your X NFT. We will have no obligation to support any such action. We may also choose to bring such an action at our sole discretion.
v. Disputes Among X NFT Owners. blocqX has no obligation to support the resolution of or to resolve any dispute that may arise between or among X NFT owners.
vi. Limitations. Notwithstanding anything to the contrary in these Terms and Conditions, the license in Section 5.c does not include: (i) the right to use the Art to create non-fungible tokens or other digital items accounted for on a distributed ledger; (ii) the right to create derivative works of the Art, except as expressly provided herein; or (iii) the right to use the X NFT or the Art to create, or as the basis of, any token or digital items accounted for or recorded on a distributed ledger, including, but not limited to, any token or digital items accounted for or recorded on a distributed ledger that represents (A) an ownership interest in the X NFT, or (B) any right that is convertible for, exchangeable into, or exercisable for, any right, title or interest in or to the X NFT or the Art.
vii. Termination of License. Your license to the Art shall automatically terminate and all rights shall revert to blocqX if at any time: (a) you breach any portion of these Terms and Conditions, (b) you engage in any unlawful activity related to the X NFT (including transferring the X NFT to a Prohibited Transferee), or (c) if blocqX has a reasonable basis for believing that you have engaged in a subsequent transaction with respect to an X NFT that is not recorded on, effected by, or otherwise conducted using the Ethereum blockchain. Upon any termination, discontinuation, or cancellation of your license to the Art, blocqX may disable your access to the Art and you shall delete, remove, or otherwise destroy any backup or other digital or physical copy of the Art.
viii. Clarifications. blocqX reserves the right, but has no obligation, to clarify the terms of these Terms and Conditions in relation to novel or unforeseen circumstances at its sole and exclusive discretion. If blocqX issues or provides any clarification about the terms of these Terms and Conditions, such clarification will be binding on you, and you hereby waive any right that you may have to dispute it in any manner.
6. Payment; Fees; Taxes; Eligibility and Qualifications; Secondary Sales.
a. Primary Sales. In connection with any primary sales of the X NFTs, you hereby agree to purchase the X NFT at the price set forth on the transaction page of this Website and in accordance with the procedures set forth on this Website (the “Primary Transaction Purchase Price”). Without limiting any of the foregoing, the valid acceptance of an offer to purchase and X NFT from us is conditioned upon, among others, the following terms being met: (i) your payment payment of the Primary Transaction Purchase Price, (ii) your provision, through the Website, of an Ethereum compatible wallet address and a “wallet” that is compatible with the Website to which the X NFT will be delivered; and (iii) your successful completion (as determined by us in our sole discretion) of any applicable diligence and other processes as requested by us. If you fail to meet any of the conditions above, we may suspend the delivery of the purchased X NFT or terminate the transaction. We reserve the right, in our sole discretion, to limit the number of X NFTs that may be purchased by any single person or group of related persons. You may only purchase a maximum number of X NFTs per wallet as determined from time to time by us in our sole discretion.
b. Gas Fees. By purchasing or selling an X NFT on the Website, via a Direct Sale or via an NFT Marketplace, you agree to pay all applicable fees, including, but not limited to, any transaction fees and Gas Fees, as applicable. “Gas Fees” are fees that fund the network of computers that run the decentralized Ethereum network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the Ethereum network. We do not have any insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we shall have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of the X NFTs that you engage in (unless we are the purchaser or seller).
c. Taxes. You will be solely responsible to 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 (collectively, “Taxes”) associated with your acquisition, purchase, sale, ownership and/or transfer of the X NFTs. Except for income taxes levied on us, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us for the purchase of an X NFT or otherwise pursuant to these Terms and Conditions.
d. Purchaser Qualifications and Representations. By acquiring, purchasing and owning an X NFT, you represent and warrant to us that:
i. In connection with primary sales from us, (A) as part of our know your customer due diligence (our “KYC Process”), you have provided us all requested diligence information; (B) the wallet used by you is owned by the person whose information you provided in the KYC Process; (C) the information provided in connection with the KYC Process is true and accurate as of the date hereof in all respects; (D) you are not purchasing any X NFT on behalf of, or for the benefit of, any other person or entity; and (E) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a terrorist-supporting country, are not listed on any United States government list of prohibited or restricted parties.
ii. You are the age of majority in your jurisdiction of residence (which is typically 18 years of age in most U.S. states) and have the legal capacity to enter into the transaction;
iii. You will use and interact with the X NFT only for lawful purposes and in accordance with these Terms and Conditions;
iv. You will not use the X NFT to violate any law, regulation or ordinance or any of our rights, our licensors rights, or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
v. You will comply with all applicable laws.
vi. You are purchasing the X NFT for personal enjoyment purposes, and not with the intent or expectation of profits from any appreciation in value or otherwise from the X NFT.
vii. You have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of non-fungible cryptographic tokens, token wallets, and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems to understand these Terms and Conditions, and that such knowledge allows you to appreciate the implications and risks of acquiring the X NFTs.
c. Secondary Sales and Purchasers. All secondary transactions are subject to the above purchaser qualifications and representations (to the extent applicable), as well as the following additional terms and conditions: (i) the X NFT transferee (the “Transferee”) shall, by purchasing or otherwise acquiring the X NFT, be deemed to accept all of these Terms and Conditions, and (ii) the seller or transferor shall provide notice to the Transferee of these Terms and Conditions, including a link or other method by which these Terms and Conditions can be accessible by the Transferee, and shall cause the Transferee to agree to these Terms and Conditions. Any person or entity not meeting the foregoing requirements shall be referred to herein as a “Prohibited Transferee”. You further acknowledge and agree that all secondary transactions will be effected on the Ethereum blockchain, the blockchain network governing the acquisition, purchase, and transfer of the X NFTs, and that you will be required to make or receive payments exclusively through your cryptocurrency wallet.
a. ALL X NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPLICITLY DISCLAIM ON BEHALF OF OURSELF AND ALL OTHER PERSONS, ENTITIES, AND PARTIES, AND EACH OF THEIR RESPECTIVE MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “DISCLAIMED PARTIES”) ANY AND ALL WARRANTIES, GUARANTEES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE. ON BEHALF OF OURSELF AND THE DISCLAIMED PARTIES, WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT ANY X NFT WILL MEET YOUR REQUIREMENTS, OR THAT ANY X NFT WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NEITHER US NOR THE DISCLAIMED PARTIES MAKE ANY REPRESENTATION, WARRANTY REGARDING, OR GUARANTEE REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE X NFT OR THIS WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
b. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT NEITHER US NOR ANY DISCLAIMED PARTY HAS AN LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR OR SUCH DISCLAIMED PARTY’S, AS APPLICABLE, GROSS NEGLIGENCE.
c. NEITHER US NOR ANY DISCLAIMED PARTY WILL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR ANY ETHEREUM WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE WEBSITE AND/OR SMART CONTRACT, ETHEREUM NETWORK, OR ANY ETHEREUM WALLET OR OTHER ELECTRONIC WALLET.
d. THE X NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
c. WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR ANY ETHEREUM WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
a. YOU UNDERSTAND AND AGREE THAT NEITHER US NOR OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE WEBSITE, ANY X NFT OR ANY SMART CONTRACT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.
c. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE X NFT, THE SMART CONTRACT AND THE WEBSITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS AND CONDITIONS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE WEBSITE, X NFT OR SMART CONTRACT TO YOU WITHOUT THESE LIMITATIONS. (d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
a. The limited remedies available to you as a result of the warranty disclaimers and limitations of liability set forth above;
b. Gas Fees associated with your acquisition, purchase, sale, ownership and/or transfer of the X NFTs;
c. The payment and/or collection and remittance of any and all Taxes associated with your acquisition, purchase, sale, ownership and/or transfer of the X NFTs;
d. The facts that (i) the X NFTs are digital assets recorded and transferable on the Ethereum blockchain, which is not owned or controlled by us; (ii) transactions involving X NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable, and that (iii) some transactions of the NFTs shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that the a purchaser initiated the transaction; and
e. Using an Internet-based digital asset involves substantial risks, 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 wallet.
a. Governing Law and Forum Choice. These Terms and Conditions and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of Florida, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 13.b (“Dispute Resolution”), the exclusive jurisdiction for all Disputes (defined below) will be the United States District Court for the Middle District of Florida, Tampa Division, and any state court located in St. Petersburg, FL, and you and blocqX each waive any objection to the jurisdiction and venue in such courts.
b. Dispute Resolution.
i. Informal Dispute Resolution. Without limitation of blocqX’s rights in Section 12, the parties must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms and Conditions or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the X NFT (collectively, “Disputes”) informally. Accordingly, neither party may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver a written notice of any Dispute via a nationally-recognized overnight courier to blocqX at blocqX, 200 2nd Ave. South, St. Petersburg, FL 33701 and via email to legal@blocqx.com.
ii. Mandatory Arbitration of Disputes. The parties agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. The parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and Conditions and that each party is waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and Conditions.
iii. Exceptions. As a limited exception to Section 13.b.ii above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
iv. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms and Conditions. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the AAA Rules, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
v. Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and blocqX won’t seek to recover the administration and arbitrator fees blocqX is responsible for paying, unless the arbitrator finds your Dispute is frivolous. If blocqX prevails in the arbitration, blocqX will pay all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
vi. Injunctive and Declaratory Relief. Except as provided in Section 16(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or blocqx prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall stay pending the outcome of the merits of any individual claims in arbitration.
vii. Class Action Waiver. YOU AND blocqX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then, unless reversed on appeal, the entirety of this Dispute Resolution section shall be null and void.
viii. Confidentiality. The parties agree to keep confidential the existence of the Dispute, the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards to the extent not already in the public domain, except in judicial proceedings related to the award or where required by applicable law.
ix. Judgment. The parties further agree that judgment may be entered upon the award by any court having jurisdiction.
x. Waiver of Certain Defenses. Each party agrees that these Terms and Condition’s violation of any applicable securities laws in any jurisdiction is not a valid defense to any Dispute arising out of these Terms and Conditions. Each party waives the right to present any defense related to securities laws and agrees such defense shall not be asserted, and will not apply, in any Dispute arising out of these Terms and Conditions.
xi. Jurisdictions Prohibiting Arbitration. If you are a resident of a jurisdiction that prohibits arbitration of disputes, this Section 13.b shall not apply to you, but the provisions of Section 13.a will still apply.
a. These Terms and Conditions will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee.
b. These Terms and Conditions constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings, and agreements, between the parties with respect to the subject matter of these Terms and Conditions, all of which are hereby merged into these Terms and Conditions. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify these Terms and Conditions, except as expressly provided in these Terms and Conditions or as the parties may agree in writing.
c. No amendment to these Terms and Conditions or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby. Failure to promptly enforce a provision of these Terms and Conditions will not be construed as a waiver of such provision.
d. Nothing contained in these Terms and Conditions will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Terms and Conditions or otherwise, authorized as an agent or legal representative of the other party. Neither party to these Terms and Conditions is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other party in any manner.
e. The parties agree that the Disclaimed Parties as well as any and all persons and entities that own the rights in and to the image or other intellectual property associated with, related to, or linked to, an X NFT are third-party beneficiaries of these Terms and Conditions and will have the right to directly enforce these Terms and Conditions.
f. Each of the parties acknowledges that it has had the opportunity to have these Terms and Conditions reviewed or not by independent legal counsel of its choice.
g. Except as expressly set forth in Section 13.b.vii, if any one or more of the provisions of these Terms and Conditions should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein.
h. The headings to sections of these Terms and Conditions are for convenience or reference only and do not form a part of these Terms and Conditions and will not in any way affect its interpretation.
i. Neither party will be afforded or denied preference in the construction of these Terms and Conditions, whether by virtue of being the drafter or otherwise.
j. For purposes of these Terms and Conditions, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”.
k. Any notices or other communications provided by blocqX under these Terms and Conditions may be given by posting to the Website or by email to your address. You may give notice to blocqX via a nationally-recognized overnight courier to blocqX, 200 2nd Ave. South, St. Petersburg, FL 33701 and via email to info@blocqx.com , effective upon receipt.
If you have any questions about the Terms and Conditions, the X NFTs, the Website or the Smart Contracts, please contact blocqX at info@blocqx.com .