TERMS & CONDITIONS

Terms and Conditions

Updated June 26, 2022

Terms of Use – Innovative data-driven ecosystem for celebrities, brands and fans

These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications, social media accounts and other online products and services (collectively, the “Services”) provided by EdenLedger, Inc. (d/b/a FanVestor), and Prime Trust/ Fund America, KoreConX, SMARSH, Preresults, and other affiliates (collectively, “EdenLedger”, “FanVestor”, or “we”). The website is located at https://fanvestor.com/, https://fanvestor.io/, and https://decentralizedmusic.io (the “Site”), on which users have the opportunity to buy, sell and invest in digital collectibles containing exclusive original and licensed content from a variety of artists, labels, promoters, athletes, events and other content providers as well as invest in traditional securities and contribute to charity initiatives. If you are a business/company/person using our Services or the App, by accepting these Terms you are confirming to us that you have the legal authority to accept these Terms including the mandatory arbitration provision and class action waiver in Section 14. If you do not agree to these Terms, do not use our Services.

If you have any questions about these Terms or our Services, please contact us a [email protected]. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy

1 Eligibility

When it comes to participating in investments (securities) opportunities, you must be at least 18 years of age to use our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us. In order to use the Services, you must first successfully provide the required identification information pursuant to our Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) Compliance Program (collectively, our “BSA/AML Program”).

2 User Accounts, Account Security, and Digital Wallets

User Accounts and Account Security: Only persons that have opened an account (“Account”) and successfully completed our BSA/AML Program are considered FanVestor customers (each, a “Customer”). If you register for an account, you must provide accurate account information and promptly update this information if it changes. You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the accuracy of all information you submit to us, and to take any action we deem necessary based on the results. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account. Your account is for personal use only. You agree that you will not allow any persons to access or use your account credentials. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services, with or without prior notice.

You agree that you will not:

1. create another account if we’ve disabled one you previously established, unless you have our prior written consent;
2. buy, sell, rent or lease access to your account or username, unless you have our prior written consent;
3. share your account password with anyone; or
4. log in or try to log in to access the Service through unauthorized third party applications or clients.

Digital Wallet: Action on the FanVestor website such as: buying and selling Crypto Asset, can be performed strictly by linking your digital wallets on supported bridge extensions.

Some of the transactions initiated through our service are facilitated and run by these third-party electronic wallet extensions, and by using our services you agree that you are governed by the terms of service and privacy policy for the applicable extensions.

3 Perks

Customers may obtain digital credits (“Perks”) through the Services or other incentives. Each Perk is redeemable for goods and services with third-party brands and influencers. The terms of sale applicable to each Perks are available on the applicable Perk listing. When you purchase Perks through the Services, the processing and settlement of each purchase transaction is carried out by a third-party payment service provider (“Payment Service Partner”) under separate terms of service. The Payment Service Partner’s role is to accept and process credit card, debit card and other types of payments to enable you to purchase Perks. FanVestor is not a party to the Payment Service Partner’s terms of service and is not liable to you in respect thereof. FanVestor is not directly supported, endorsed, or certified by any such payment service partners, and FanVestor and such Payment Service Partners make no warranties or claims about the other. FanVestor provides each Customer with an individual User Account to maintain the Perks that they obtain through the Services. The User Account is hosted by FanVestor that enables each Customer to store and track their Perks.

All Perks held in your User Account are custodial assets held by FanVestor for your benefit. Title to Perks shall at all times remain with you and shall not transfer to FanVestor. As the owner of Perks in your User Account, you shall bear all risk of loss of such Perks. None of the Perks in your User Account are the property of, or shall or may be loaned to, FanVestor;

FanVestor does not represent or treat assets in users accounts as belonging to FanVestor. FanVestor may not grant a security interest in the Perks held in your User Account. Except as required by a facially valid court order, or except as provided herein, FanVestor will not sell, transfer, loan, hypothecate, or otherwise alienate Perks in your User Account unless instructed by you.

4 Prohibited Conduct and Content

(a) You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

Engage in any harassing, threatening, intimidating, predatory or stalking conduct;

Use or attempt to use another user’s account;

Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;

Sell, resell or commercially use our Services;

Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;

Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;

Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;

Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;

Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;

Develop or use any applications that interact with our Services without our prior written consent;

Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;

Bypass or ignore instructions contained in our robots.txt file; or

Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Distribute any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

Upload, post, transmit or otherwise make available through the App or other means of any content that infringes the intellectual proprietary rights of any party;

Engage in, promoting, or encouraging illegal activity (including, without limitation, money laundering);

Interfere with other users’ enjoyment of the App;

Reformat or frame any portion of the App;

Display any content on the App or other means that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;

Use any spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose;

Access or use the App for the purpose of creating a product or service that is competitive with any of our products or services;

Use, employ, operate, or create a computer program to simulate the human behavior of a user (“Bots”);

Acquire Perks through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing Perks and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Perks or selling, gifting or trading the Perk or other products to someone else);

Purchase, sell or facilitate the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the App;

Dispute credit card charges when you received the paid for items.

If you become aware of the creation, listing, or buying of assets in violation of any of the terms specified in this Section, please contact us at [email protected] to report it. User Content creators bear special responsibility for informing FanVestor of the existence of their collections, contracts, and assets that violate these terms.

(b) Enforcement of this Section 4 is solely at FanVestor’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

5. Payments, Costs, Taxes 

The terms of sale applicable to each Perks are available on the applicable Perk listing. When you purchase Perks through the Services, the processing and settlement of each purchase transaction is carried out by a third-party payment service provider (“Payment Service Partner”) under separate terms of service. The Payment Service Partner’s role is to accept and process credit card, debit card and other types of payments to enable you to purchase Perks. FanVestor is not a party to the Payment Service Partner’s terms of service and is not liable to you in respect thereof. FanVestor is not directly supported, endorsed, or certified by any such payment service processors, and FanVestor and such Payment Service Partners make no warranties or claims about the other. You may be required to create an account with such Payment Processor, and by doing so, you are agreeing to comply with the Payment Processor’s terms of service. You may need to provide additional information to verify your identity, business and tax information and your bank information when you register with the Payment Processor.

You may purchase perks using a credit card. If you use a credit card to purchase an NFT or traditional security you may need to claim any royalties associated with your Token or traditional security by following instructions set forth on the Site from time to time. You expressly authorize us (and any payment processor) to charge your payment card for all purchases you make. For credit card payments, charge your credit card when your purchase an NFT or traditional security. The bank issuing your credit or card may control when to release funds in the case of an order cancellation or refund. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). We reserve the right to use the Payment Information you provide us in connection with any payments to provide better service to you should you wish to use our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon:

1. you providing complete personal, account, transaction and any other information needed,
2. authorization of the payment by your credit or debit card company, and
3. acceptance of your payment.

We reserve the right to offset future payments, including any royalties, to you (“Payment Holdbacks”) in certain cases including without limitation:

1. where your FanVestor Account is subject to excessive chargebacks resulting in additional costs or fees from the Payment Processor;
2. where the Payment Processor withholds a percentage of a payment as a reserve, for example, as a result of actual or suspected fraudulent activity; or
3. in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction. We further reserve the right to implement Payment Holdbacks to you if payments are deemed suspicious or fraudulent, at our sole discretion. We will notify you that you are subject to a Payment Holdback and we may require that you provide supporting documentation or information related to the relevant payment(s) and corresponding purchase(s). If you do not provide such supporting evidence within the requested timeframe, we reserve the right to refund the payment and transfer any available funds from your wallet to your identified bank account or otherwise take any action we feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant financial institution, our Payment Processor, or the credit card network rules, as well as any applicable law.

No refunds are permitted on successful NFT or traditional securities purchases or transactions, as accepted and confirmed by FanVestor and Payment Providers.

If you sell, purchase, or trade any non-security NFT, any financial transactions that you engage in will be conducted solely through the blockchain network governing such NFT and you will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to your account. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Service.

By buying or selling an NFT on the FanVestor Platform, you agree to pay all applicable fees and you authorize FanVestor to automatically deduct fees (including any transaction fees, or “Gas Fees”, as applicable) and payment processing fees, including credit card transaction fees, directly from your payment. Gas fees fund the network of computers that run decentralized blockchain networks, meaning that you will need to pay a Gas Fee for each transaction that occurs via a blockchain network.

 
6. Ownership; Limited License and Trademarks

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by FanVestor or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

FanVestor, FanVestor, FanPerks, FanVestor CF, Decentralized Music, Decentralized Sports and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of FanVestor and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

FanVestor and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

 

7. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about FanVestor or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in FanVestor’s sole discretion. You understand that FanVestor may treat Feedback as nonconfidential.

8. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. FanVestor does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

The Services may contain links to third-party websites and applications. When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left our Service and are subject to the Terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications and are not under the control of FanVestor. FanVestor is not responsible for any Third-Party Websites or Third-Party Applications. FanVestor provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these Third-Party Sites and are not responsible for their privacy statements and policies. When you leave our Site or Applications, we encourage you to read the privacy notice or policy of every Third-Party Site you visit or use.

 

9. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless FanVestor and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “FanVestor Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify the FanVestor Parties of any third-party Claims, cooperate with the FanVestor Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorney’s fees). You also agree that the FanVestor Parties will have control of the defense or settlement, at FanVestor’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and FanVestor or the other FanVestor Parties.

10 Disclosures; Disclaimers

FanVestor does not own or control certain aspects of the underlying software protocols that are used in connection with the Services. In general, those underlying protocols are open-source and anyone can use, copy, modify, and distribute them. FanVestor is not responsible for operation of those underlying protocols, and FanVestor makes no guarantee of their functionality, security, or availability. FanVestor is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using the Services. Neither our communications nor any information that we provide to you is intended as, or shall be considered or construed as, advice. FanVestor is not registered or licensed by the Securities and Exchange Commission, FINRA, the Commodity Futures Trading Commission, or any financial regulatory authority.

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, FanVestor does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While FanVestor attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

FanVestor and our affiliated parties make no warranty that the service:

1. will meet your requirements;
2. will be available on an uninterrupted, timely, secure, or error-free basis; or
3. will be accurate, reliable, complete, legal, or safe.

We will not be responsible or liable to you for any loss and take no responsibility for, and will not be liable to you for any use of NFT, including but not limited to any losses, damages or claims arising from:

1. user error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses;
2. server failure or data loss;
3. corrupted cryptocurrency wallet files;
4. unauthorized access to applications; or
5. any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute-forcing or other means of attack against the service or crypto assets.

NFT are intangible digital assets and exist only by virtue of the ownership record maintained in the applicable blockchain network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within such blockchain network. we do not guarantee that FanVestor or any affiliated party can affect the transfer of title or right in any NFT.

You bear full responsibility for verifying the identity, legitimacy, and authenticity of assets you purchase on FanVestor. Notwithstanding indicators and messages that suggest verification, FanVestor makes no claims about the identity, legitimacy, or authenticity of assets on the FanVestor platform.

11. Limitation of Liability and Release

(a) To the fullest extent permitted by applicable law, FanVestor and the other FanVestor Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if FanVestor or the other FanVestor Parties have been advised of the possibility of such damages.

(b) The total liability of FanVestor and the other FanVestor Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the fees paid by each individual Claimant in the preceding six (6) month period (c) The limitations set forth in this Section 11 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of FanVestor or the other FanVestor Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

12. Release

To the fullest extent permitted by applicable law, you release FanVestor and the other FanVestor Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of [state] or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Los Angeles, CA.

13. Transfer and Processing Data

FanVestor uses third party cookies to enhance the user experience of the FanVestor site and mobile application. Please refer to our Privacy Policy for more information.

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

We share your personal data with our third-party service providers, agents, subcontractors and other associated organizations, our group companies, and affiliates in order to complete tasks and provide the Services and use of the FanVestor website, social media app and other products to you on our behalf. When using third party service providers, they are required to respect the security of your personal data and to treat it in accordance with the law.

We may pass your personal data to the following entities:

1. companies and organizations that assist us in processing, verifying or refunding transactions/orders you make and in providing any of the Services that you have requested;
2. identity verification agencies to undertake required verification checks;
3. fraud or crime prevention agencies to help fight against crimes including fraud, money-laundering and terrorist financing;
4. anyone to whom we lawfully transfer or may transfer our rights and duties under the relevant terms and conditions governing the use of any of the Services;
5. any third party because of any restructure, sale or acquisition of our group or any affiliates, provided that any recipient uses your information for the same purposes as it was originally supplied to us and/or used by us; and
6. regulatory and law enforcement authorities, whether they are outside or inside of the United States, where the law allows or requires us to do so.

We use different methods to collect information from and about you, including through:

You may give us your personal and financial data by directly interacting with us, including by filling in forms, providing a visual image of yourself via the Service, by email or otherwise. This includes personal data you provide when you:

1. visit our Site or App;
2. apply for our Services;
3. create an account;
4. make use of any of our Services;
5. request marketing to be sent to you, for example by subscribing to our newsletters;
6. enter a competition, promotion or survey, including through social media channels;
7. give us feedback or contact us.

As you interact with us via our Site or App, we or our Service Providers may automatically collect technical data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also collect transactional data, investment data, and usage data.

We also obtain information about you from third parties or publicly available sources. These sources may include:

1. fraud and crime prevention agencies,
2. a customer referring you,
3. public blockchain,
4. publicly available information on the Internet (websites, articles etc.)

We will only use your personal data when the applicable legislation allows us to. In other words, we have to ensure that we have a lawful basis for such use.

Most commonly, we will use your personal data in the following circumstances:

We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

1. performance of a contract: means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract; we use this basis for provision of our Services;
2. legitimate interests: means our interests (or those of a third party), where we make sure we use this basis as far as your interests and individual rights do not override those interests;
3. compliance with a legal obligation means processing your personal data where we need to comply with a legal obligation we are subject to;
4. consent: means freely given, specific, informed and unambiguous indication of your wishes by which you, by a statement or by a clear affirmative action, signify agreement to the processing of personal data relating to you; under specific circumstances this consent should be explicit – if this is the case, we will ask for it properly.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us at [email protected] if you need details about the specific legal ground.

14. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with FanVestor and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

(a) No Representative Actions. You and FanVestor agree that any dispute arising out of or related to these Terms or our Services is personal to you and FanVestor and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

(b) Arbitration of Disputes. Except for small claims disputes in which you or FanVestor seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or FanVestor seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and FanVestor waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against FanVestor you agree to first contact FanVestor and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to FanVestor by email at [email protected].

The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and FanVestor cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in [county, state] unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 14, a “consumer” means a person using the Services for personal, family or household purposes. You and FanVestor agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

(c) You and FanVestor agree that these Terms affect interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

(d) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, FanVestor, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

(e) You and FanVestor agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and FanVestor will pay the remaining JAMS fees and costs. For any arbitration initiated by FanVestor, FanVestor will pay all JAMS fees and costs. You and FanVestor agree that the state or federal courts of the State of California and the United States sitting in Los Angeles, CA have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

(f) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and FanVestor will not have the right to assert the claim.

(g) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 14 by emailing an opt-out notice to us at [email protected]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with this Section 14.

(h) If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.

15. Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of [state] or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Los Angeles, CA.

16. Delisting 

FanVestor may exercise judgment in allowing or disallowing certain assets, listings, smart contracts, and collections consistent with the spirit of openness in a worldwide community of users of a radical new technology. FanVestor also has the rights to review and remove comments and messages associated with the listings.  We carefully consider the complete situation and all its details in light of our policies before deciding to remove inappropriate assets, listings, smart contracts, and collections when we discover them, or they’re brought to our attention.

Assets, listings, smart contracts, and collections that FanVestor deems inappropriate, disruptive, or illegal are prohibited on FanVestor. FanVestor reserves the rights to determine the appropriateness of listings on its site and remove any listing at any time. If you create or offer an asset, listing, smart contract, or collection in violation of these policies, we will take corrective actions, as appropriate, including but not limited to removing the asset, listing, smart contract, or collection, deleting your FanVestor account, and permanently withholding any form of resource and revenue. FanVestor cannot destroy or impound your assets or smart contracts, but we reserve the right to destroy inappropriate metadata stored on our servers.

Assets, listings, smart contracts, and collections that include metadata that violates international or intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal are prohibited on FanVestor and will be removed.

Assets, listings, smart contracts, and collections with a primary or substantial purpose in a game or application that violates international or United States intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal in the United States are prohibited on FanVestor and will be removed.

Assets, listings, smart contracts, and collections created or used primarily or substantially for the purpose of raising funds for the known terrorist organizations listed on https://www.state.gov/foreign-terrorist-organizations/ are prohibited on FanVestor and will be removed.

The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets on FanVestor is prohibited. If you have reason to believe that an asset listed on FanVestor was illegally obtained, please contact us immediately. Listing illegally obtained assets may result in your listings being cancelled, your assets being hidden, or your account being suspended.

We require all users to be 18 years old or older. If you are under 18, you may use a parent or guardian’s FanVestor account, but only with involvement of the account holder. However, the account holder is responsible for everything done with that account.

If you become aware of the creation, listing, or buying of assets in violation of any of the terms specified in this section, you shall contact us at [email protected] to report it. Creators bear special responsibility for informing FanVestor of the existence of their collections, contracts, and assets that violate these terms.

17. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Service.

Such suspension or termination shall not be constituted a breach of these Terms by FanVestor. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.

18. Additional Terms and Amendments

(a) We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

(b) We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

(d) These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you

(e) The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

(f) Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

(g) Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.

(h) We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on Website, Social Media or other means. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(i) You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.

 

19. Our Commitment to Accessibility

FanVestor is committed to making our website’s content accessible and user friendly to everyone. If you are having difficulty viewing or navigating the content on this website, or notice any content, feature, or functionality that you believe is not fully accessible to people with disabilities, please email our Customer Service team at [email protected] with “Disabled Access” in the subject line and provide a description of the specific feature you feel is not fully accessible or a suggestion for improvement. We take your feedback seriously and will issue you a response within five business days. We consider all feedback as we evaluate ways to accommodate all of our customers and our overall accessibility policies. Additionally, while we do not control such vendors, we strongly encourage vendors of third-party digital content to provide content that is accessible and user friendly.

20. Risks

You understand and agree that your access and use of the FanVestor Platform is subject to certain risks including without limitation:

1. Price and liquidity of assets, perks and securities (including all types of NFTs), are extremely volatile and may be subject to fluctuations;
2. Fluctuations in the price of other digital assets could materially and adversely affect the NFTs;
3. Legislative and regulatory changes or actions may adversely affect the use, transfer, and value of the NFTs;
4. NFTs are not legal tender and are not backed by any government;
5. Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable;
6. The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear;
7. NFTs are subject to the risk of fraud, counterfeiting, cyber-attacks and other technological difficulties which may prevent access to or use of your NFTs; and
8. Withdrawal of an NFT to a decentralized digital asset wallet is at your own risk, and the transfer for any NFT to an incorrect digital asset wallet address will result in the irreversible loss of such NFT.

You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. FanVestor does not give any advice or recommendations regarding the NFTs. You understand and agree that you access and use the FanVestor Platform at your own risk. You understand and agree that FanVestor will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the NFTs or the FanVestor Platform.

21. Participation in Sweepstakes

FanVestor Inc is a registered Outside Solicitor in the State of California, and operates FanPerks sweepstakes for the benefit of registered recipient charitable organizations. You must be 18 or older and a resident of the State of California to participate in any FanPerks sweepstakes offer. No purchase is necessary to participate in a FanPerks sweepstakes, and there will be an alternative free means of entry posted on each relevant sweepstakes listing. The start and end date of each FanPerks sweepstake promotion will be posted on each relevant sweepstakes listing.

22. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

23. Miscellaneous

The failure of FanVestor to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.

24. Terms & Conditions Pertaining to Products, Perks, Rewards & Experiences

Items You Purchase. You understand that FanVestor does not manufacture, store, or inspect any of the items sold through our Services. We provide the platform; the items in our marketplaces are produced, listed, and sold directly by independent sellers, so FanVestor cannot and does not make any warranties about their quality, safety, or even their legality. Any legal claim related to an item you purchase must be brought directly against the vendor of the item. You release FanVestor from any claims related to items sold through our Services, including for defective items, misrepresentations by vendors, or items that caused physical injury (like product liability claims).

Content You Access. You may come across materials that you find offensive or inappropriate while using our Platform. We make no representations concerning any content posted by users through the Platform. FanVestor is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Platform. You release us from all liability relating to that content.

People You Interact With. You can use the Services to interact with other individuals, either online or in person. However, you understand that we do not screen users of our Platform, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others, especially if you are meeting someone in person.

Perks, Rewards, Experiences and Promotions. You acknowledge that FanVestor does not make any warranties with respect to your eligibility for perks, rewards, experiences, or promotions from individual vendors and is not responsible for any experience, reward, perk, promotion or availability thereof offered on our Platform. By participating in a special offer or promotion, you agree that you may not later claim that the rules of that special offer or promotion were ambiguous. The redemption of each perk, reward, experience or promotion will be detailed in the offering page, including limitation on the redemption thereof, or the substitution of a prize of equal or greater value in the sole discretion of the vendor. Each experience is offered at the sole discretion of the vendor and said vendor may specify a timeframe or alternative prize should the experience be impossible, impractical, or unsafe to fulfill. You waive any and all claims against FanVestor pertaining to the availability or quality of any perk, reward, experience or promotion, and expressly agree that your claims are entirely against the individual vendor.

25. Terms & Conditions Pertaining to NFTs and S-NFTs

FanVestor services allow third-party partners (“Creators”) to sell certain non-fungible tokens (each, a “Creator Token”) to consumers (“Purchasers”) via the FanVestor Platform. Token offerings may be securities (“S-NFTs”) or non-securities (NFTs).

 

For avoidance of doubt, all terms and conditions herein listed that apply to NFTs, will also apply to tokenized securities and NFTs with securities features (S-NFTs) unless otherwise specified.

 

FanVestor is not a party to any transaction between Creators and any Purchaser. FanVestor does not control or vet content provided by Creators, nor does FanVestor assume any responsibility for the accuracy or reliability of any information provided by Creators.

 

1. Our Role. You acknowledge and agree that the Creator Token and any associated royalty payments, if applicable, shall be programmed to enable you to take specific actions to claim royalty payments and/or be self-executing via a governing blockchain’s (e.g., Stellar, Polygon and Ethereum) smart contract system and/or nonfungible token standard and FanVestor has no control or ability to direct such funds or obligation to collect or distribute such royalties to Creators or Purchasers.

 

1. Our Relationship. FanVestor is an administrative platform only. We are not a financial institution or creditor. FanVestor facilitates transactions between a buyer and a seller. FanVestor is not party to any agreement between a buyer and a seller of NFTs, or between any users or purchasers, unless explicitly stated.

Terms for Creators

1. FanVestor Fee. We may require payment of a fee for use of certain features of the Services (“FanVestor Fee”). We reserve the right to make any changes in the FanVestor Fee at our sole discretion. Any increase in the FanVestor Fee will be communicated 30 days in advance of any changes.

 

1. Additional Obligations. By creating an account and minting a Creator Token, you are subject to additional terms as set forth in the Creator Terms and Conditions and a Memorandum of Understanding between you and FanVestor (collectively, the “Creator Terms”).

Terms for Purchasers.
 

1. Creator Token Fee. Each Creator may require a fee to purchase one of its Creator Tokens (“Creator Token Fee”). As a Purchaser, you are responsible for paying the Creator Token Fee directly to the Creator pursuant to any additional terms provided by such Creator in the Purchase Terms (defined below).

 

1. Credit Card Transactions. You may purchase a Creator Token using a credit card. If you use a credit card to purchase a Creator Token, you may need to claim any streaming royalties associated with your Creator Token by following instructions set forth on the Site, in your offering memorandum/paperwork, or disseminated via Investor communications and correspondence from time to time. You expressly authorize us (and any payment service partner) to charge your payment card for all purchases you make. For credit card payments, your credit card is charged when you purchase NFT and S-NFT. The bank issuing your credit or card may control when to release funds in the case of an order cancellation or refund. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). We reserve the right to use the Payment Information you provide us in connection with any payments to provide better service to you should you wish to use our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon:

 

1. you providing complete personal, account, transaction and any other information needed,
2. authorization of the payment by your credit or debit card company, and
3. acceptance of your payment.

 

1. Payment and Refund Processing. Payments and refunds may be processed by a third-party payment processor (“Payment Service Partner”). You may be required to create an account with such Payment Service Partner, and by doing so, you are agreeing to comply with the Payment Service Partner’s terms of service. You may need to provide additional information to verify your identity, business and tax information and your bank information when you register with the Payment Service Partner. If, and to the extent, we accept, hold or transmit funds in connection with your purchase, you agree that we do so, on your behalf, as your limited agent and you hereby appoint FanVestor as your limited agent solely for the purpose of accepting payments from, and refunding payments to, Service Recipients on your behalf. In accepting appointment as your limited agent, we assume no liability for any of your acts or omissions.

 

1. Chargebacks and Payment Holdback. We reserve the right to offset future payments, including any streaming royalties, to you (“Payment Holdbacks”) in certain cases including without limitation: (i) where your FanVestor Account is subject to excessive chargebacks resulting in additional costs or fees from the Payment Service Partner; (ii) where the Payment Service Partner withholds a percentage of a payment as a reserve, for example, as a result of actual or suspected fraudulent activity; or (iii) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction. We further reserve the right to implement Payment Holdbacks to you if payments are deemed suspicious or fraudulent, at our sole discretion. We will notify you that you are subject to a Payment Holdback and we may require that you provide supporting documentation or information related to the relevant payment(s) and corresponding purchase(s). If you do not provide such supporting evidence within the requested timeframe, we reserve the right to refund the payment and transfer any available funds from your wallet to your identified bank account or otherwise take any action we feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant financial institution, our Payment Service Partner, or the credit card network rules, as well as any applicable law.

 

1. Failure to Process Payments, Refunds or Chargebacks. You are solely responsible for the information you provide in connection with payments and refunds processed via the Services. We will not be liable for failure to complete any payment or refund from or to your FanVestor Account if you provide inaccurate or incomplete information regarding the payment or refund. Subject to applicable law, we reserve the right to send any delinquent, past due, or any other FanVestor Account that is in default to collections agencies to recover such past due amount

 

1. Taxes and Costs. You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

 

1. Restrictions on NFTs Transfers. If you elect to sell, purchase, or trade any NFTs, any financial transactions that you engage in will be conducted solely through the blockchain network governing such NFT and you will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to your account. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Service. The sole exception to this restriction is if you elect to sell, purchase, or trade any NFTs using credit card payments on the FanVestor platform (as described above).
2. Restrictions on S-NFTs Transfers. If you elect to sell, purchase, or trade any NFTs, any financial transactions that you engage in will be conducted solely through Creator’s selected Transfer Agent and corresponding Alternative Trading System (ATS). We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Service.
3. Fees. When engaged in buying or selling an NFT and an S-NFT on the FanVestor Platform, you agree to pay all applicable fees and you authorize FanVestor to automatically deduct fees (including any transaction fees, or “Gas Fees”, as applicable) and payment processing fees, including credit card transaction fees, directly from your payment. Gas fees fund the network of computers that run decentralized blockchain networks, meaning that you will need to pay a Gas Fee for each transaction that occurs via a blockchain network.

 

1. Disputes Between Creators and Purchasers. FanVestor is not a party to any relationship between Creators and Purchasers or in the delivery of Creator Tokens and/or royalty payments. In the event that you have a dispute with any Creator or Purchaser, you agree to address such dispute directly with the Creator or Purchaser. If permitted in your jurisdiction, you release FanVestor (and FanVestor’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

 

1. Regulatory and Compliance Suspensions or Terminations. We reserve our right to suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these Terms by FanVestor. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.

NFT and S-NFT Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY FANVESTOR, THE SERVICE, FANVESTOR CONTENT CONTAINED THEREIN, AND ANY NFTS OR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. FANVESTOR (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. FANVESTOR DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICE, FANVESTOR CONTENT CONTAINED THEREIN AND ANY NFTS OR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN.


FANVESTOR DOES NOT REPRESENT OR WARRANT THAT FANVESTOR CONTENT, THIRD-PARTY CONTENT OR SUBMITTED CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE FANVESTOR ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND FANVESTOR CONTENT SAFE, FANVESTOR CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, FANVESTOR CONTENT, ANY NFTS OR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.


WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR CRYPTO ASSETS.


NFTS AND S-NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK. WE DO NOT GUARANTEE THAT FANVESTOR OR ANY FANVESTOR PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS.


YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ON FANVESTOR. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, FANVESTOR MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE FANVESTOR PLATFORM.


FanVestor is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the NFTs and S-NFTs. FanVestor is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs and S-NFTs, including forks, technical node issues or any other issues having fund losses as a result.


Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.


SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Assumption of Risk. You accept and acknowledge:
 

1. The prices and liquidity of cryptocurrency assets (including Artist Tokens and any NFTs) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect Artist Tokens and the NFTs made available through the Service, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Creator Tokens, S-NFTs, and/or NFTs will not lose money.

 

1. You are solely responsible for determining what, if any, taxes apply to your transactions through the Service. Neither FanVestor nor any other FanVestor Party is responsible for determining the taxes that apply to such transactions.

 

1. Our Service does not store, send, or receive cryptocurrency assets. This is because cryptocurrency assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of cryptocurrency assets occurs within the supporting blockchain and not on the Service. Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.

 

1. There are risks associated with using an Internet based currency, 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. You accept and acknowledge that FanVestor will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service for transactions, however caused.

 

1. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility or value of a certain NFT.

 

1. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of Creator Tokens, S-NFTs and NFTs.

 

1. The Service may rely on third-party platforms to perform transactions with respect to any cryptocurrency assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.

 

1. There are risks associated with purchasing user generated content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. FanVestor reserves the right to hide collections, contracts, and assets affected by any of these issues or by other issues. Assets you purchase may become inaccessible on FanVestor. Under no circumstances shall the inability to view your assets on FanVestor serve as grounds for a claim against FanVestor.

 

26. Submitted Content and NFT Content

Posting Content. Our Services may allow Users and Creators to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything that Users post or otherwise make available through the Services is referred to as “User Content” and anything that Creators post or otherwise make available through the Services is referred to as “Creator Content” (collectively referred to as “Submitted Content”). FanVestor does not claim any ownership rights in any Submitted Content unless otherwise specified in a separate direct agreement, and nothing in these Terms will be deemed to restrict any rights that you may have to your Submitted Content.


Ownership. Subject to the rights of a purchaser of a Creator Token and the grant of rights as described below, you retain ownership of any Submitted Content that you submit, post, or display using the Service. FanVestor does not claim any ownership rights in Submitted Content and nothing in these Terms will be deemed to restrict any rights that you may have in such content.


Permission to use Submitted Content. By making any Submitted Content available through the Services you hereby grant to FanVestor a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Submitted Content in connection with operating and providing the Services.


NFT Terms. Any NFT that you purchase is governed entirely by the smart contract and the blockchain network governing such NFT. NFTs may be subject to additional terms directly between Creators and Purchasers, namely: (i) in any associated smart contract or (ii) as purchasers and sellers may agree otherwise (e.g., with respect to terms or benefits associated with a given NFT) ((i) and (ii), collectively, “Purchase Terms”). FanVestor is not a party to any Purchase Terms, which are solely between the Creator and the Purchaser. The Creator and Purchaser are entirely responsible for communicating, promulgating, agreeing to, and enforcing such Purchase Terms.


NFT Ownership. When you purchase an NFT or S-NFT through the Service, you own all personal property rights to that item (i.e., the right to sell or otherwise dispose of that NFT). Such rights, however, do not include the ownership of the intellectual property rights in the Creator Content comprising the NFT / S-NFT (“NFT Content”), unless explicitly provided in a separate agreement. Unless specified otherwise in Purchase Terms, the Purchaser will have a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT Content associated with the purchased NFT/S-NFT), solely for the following purposes: (i) for personal, non-commercial use; (ii) attempts to sell or otherwise dispose of the NFT consistent with the ownership of it; and (iii) as part of a third party offering compatible with the purchased NFT/S-NFT in the normal course of the permitted end-use of such offering.


Creator Obligations. If you are a Creator, you hereby grant FanVestor the right to use your name and image for marketing or promotional purposes, including but not limited to publicity about your NFT/S-NFT. You also grant to any purchaser the rights described in Section 26(e) above. As a Creator, you understand and agree that: (i) you are responsible for the accuracy and content of your NFTs and S-NFT; (ii) any NFT and S-NFT that violates any of FanVestor’s policies or applicable law may be obfuscated or deleted by FanVestor, in its sole discretion; (iii) you will not infringe or otherwise violate the intellectual property and other rights of others; and (iv) you will not coordinate with other Creators to engage in any activities that detract from the Service being an open and fair marketplace, such as manipulating pricing.


Authority. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Submitted Content that you submit, post, or display on or through the Service, including but not limited to NFT Content. You agree that such Submitted Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or ownership of such material or are otherwise legally entitled to post such material and to grant FanVestor this license as described.


Your Responsibility for Submitted Content. You are solely responsible for all your Submitted Content, as applicable. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your Submitted Content under these Terms. You represent and warrant that neither your Submitted Content, nor your use and provision of your Submitted Content to be made available through the Services, nor any use of your Submitted Content by FanVestor on or through the Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Removal of User content. You should know that in certain instances, some of your Submitted Content (such as posts or comments you make) may not be completely removed and copies of your Submitted Content may continue to exist on the Service. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) Submitted Content.


FanVestor’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.


User or Creator Feedback. If you choose to submit comments, feedback, ideas, proposals or suggestions for improvements to the Services (“Feedback”) you agree that we are free to use it (and permit others to use it) without any restriction or compensation to you.