PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR PLATFORM (DEFINED BELOW) AND RELATED SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Effective as of August 24, 2022

Welcome to SuperNFT. Please read on to learn the rules and restrictions that govern your use of our websites, products, services, and blockchain-based applications (all of the foregoing, together with the functionality and services associated therewith, collectively, the “Platform”). If you have any questions, comments, or concerns regarding these terms or the Platform, please contact us at SuperNFTsupport@superf.ly.

These NFT Terms of Service (“Terms”) apply to sales and distribution thereof of non-fungible tokens (“NFTs”) by SuperNFT, a Delaware corporation (“SuperNFT” or “Company”), through SuperNFT’s Platform. SuperNFT (sometimes also referred to herein simply as “we,” “us,” or “our”) may sell NFTs to initial purchasers thereof, and may provide additional goods and services to initial purchasers and subsequent transferees of NFTs (sometimes referred to herein simply as “you” or using similar terms), including without limitation access to the Platform, subject to your acceptance of these Terms.

These Terms are a binding contract between you and us.. Your use of the Platform in any way means that you agree to all of these Terms. These Terms will remain in effect during your entire use of the Platform. These Terms include the provisions in this document, as well as those in the posted Privacy Policy and any additional terms we incorporate periodically at our discretion. Your use, in any way, of the Platform is at all times subject to these Terms. You must be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater, to use the Platform. Please read these Terms carefully.

1.   Acceptance of Terms.

BY ACCESSING AND USING THE PLATFORM YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THESE TERMS.

These Terms may be prospectively changed, modified, altered or updated by us in our sole discretion at any time without prior notice. Accordingly, when you access or use the Platform, you are solely responsible for checking the effective date of the Terms and being aware of any changes since  the last version. Your continued use of the Platform after we make changes is deemed  to be an acceptance of those changes, so please check the Terms periodically for updates. Your access to and use of the Services will be governed by the Terms that are in effect at the time  of such access or use.

2.   Purchase and Ownership 

2.1    The NFTs that we provide:

• may, where expressly stated in the description of such NFTs, include additional utility, content, or subscription access to goods, services and/or experiences;

• may be unique or part of a limited series, or redeemable only once;

• may include, at our absolute discretion, the ability to redeem electronic certificates for goods, services and experiences, which may be unique or part of a limited series, or redeemable only for a specified number or amount of goods, services and experiences;

• may be subject to additional terms or qualifications as stated in the description of the NFTs; and

• are subject to applicable laws as may be in effect from time to time.

2.2   NFT Ownership

“Own” means your rights with respect to an NFT you have minted, purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase and ownership is recorded on the applicable blockchain. You agree, in relation to any NFT that you Own, that you Own that NFT in accordance with any terms and descriptions that accompany that NFT. SuperNFT may, at its option, use third party platforms or wallet extensions (which may be owned or operated by third parties – for example, MetaMask) to sell NFTs (“Third Party Sites”). You agree to adhere to any applicable terms of service or privacy policies applicable to the use of any Third Party Sites.

UNLESS STATED OTHERWISE IN THE DESCRIPTION OF THE APPLICABLE NFT, AN NFT THAT YOU OWN WILL BE TRANSFERABLE, BUT ANY SUCH TRANSFEREE WILL BE SUBJECT TO THESE TERMS. NFTS THAT WE PROVIDE ARE CONSUMPTION OR UTILITY TOKENS WITH NO INTENDED INVESTMENT VALUE. YOU SHOULD NOT PURCHASE OUR NFTS WITH A VIEW TO INVESTMENT, RESALE OR SPECULATION. THERE CAN BE NO ASSURANCE AS TO THEIR PRESENT OR FUTURE VALUE, TRANSFERABILITY OR MARKETABILITY.

2.3    Ownership of Creative Materials 

You acknowledge and agree that SuperNFT (or our licensors, as applicable) owns all rights, title and interest in and to any artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, copyright, and any other creative materials that may be associated with any NFT that you Own (collectively, “Creative Materials”), and all intellectual property rights therein. Your rights in and to the Creative Materials are limited to those expressly stated below, under “Intellectual Property Ownership, Licenses and Restrictions.” Notwithstanding any purchase of NFTs, all rights, title, and interest in SuperNFT Intellectual Property (as defined below), including the Creative Materials and other SuperNFT Intellectual Property incorporated in any NFTs (including NFTs that you Own) and including all copyrights, trademarks, and all other intellectual property rights therein, are held by SuperNFT or its licensors, and you hereby agree not to infringe, violate or misappropriate those exclusive rights.

2.4    NFT Risks

Once you Own any NFT, you are responsible for any loss or damage to, or loss of access to, the NFT. Neither SuperNFT nor any of its licensors shall have any liability in such circumstances, regardless of cause or harm. You expressly understand and agree that your use of the Platform and any NFTs is at your sole risk and that the Platform and NFTs are provided “as is” and “as available.”

2.5    Terms of Sale

All NFT sales are final unless we state otherwise. Once you make a purchase of an NFT through SuperNFT’s minting page on the Platform, you should immediately take the necessary steps to complete your transaction (e.g., activate or download any content, secure any seed phrase or corresponding private key, or properly store in a hardware wallet). We encourage the use of secure, offline storage measures for NFTs, specifically hardware wallets. You may purchase NFTs using fiat currencies or available cryptocurrencies, where multiple payment options are made available to you. You may resell or otherwise transfer NFTs that you Own as permitted by these Terms and applicable law. Any sale or transfer must provide for the transfer of all of your rights, including but not limited to ownership, then outstanding with respect to such NFT. Anyone receiving such NFTs from you agrees to be bound by these Terms as soon as they Own the NFT. You are strictly forbidden from selling, swapping, donating, giving away, transferring, or otherwise disposing of your purchased NFT to any person who is not 18 years or older. You agree to comply with all applicable materials and requirements available at www.superf3st.xyz at all times, including, without limitation, when commenting on, purchasing, showcasing, offering for sale, swapping, selling, giving away, disposing or otherwise taking any transaction actions with the NFTs or using the Platform. Any and all use of NFTs on social media platforms, any websites or in media, including electronic media, must comply with all applicable rules and regulations, including but not limited to those set forth in these Terms. We hereby expressly reserve the right to seize, freeze, or otherwise modify the ownership of any NFT in case of non-compliance with the foregoing.

2.6    SuperNFT – NFT Offering 

2.6.1   Editions 

Our initial sale 3,333 of NFTs pursuant to these Terms (the "Initial Collection") launched starting on July 15, 2022 and will end on September 9, 2022 (“Initial Sale”), at which time any unsold NFTs will be reserved for future use as determined by SuperNFT in its sole discretion. The design of the NFTs will feature a music festival style credential with art elements that include waving hands and a musical stage.

We reserve the right, in our sole discretion and without obligation to provide notice, to edit, change, or otherwise modify the minting and sales terms associated with the Initial Collection or any future collection. Although you understand and agree that we are not obligated to provide notice in connection with any such modifications, we will make good faith efforts to keep our community informed on material changes to the Initial Collection. We also reserve the right to issue new NFTs and related goods and experiences in the future under these Terms as determined by us in our sole discretion, whether that be in the form of additional NFTs as part of the Initial Collection, a new collection altogether or as single items.

2.6.2    Pricing Model

Each NFT is priced in Ethereum at a price determined and communicated by SuperNFT through our private Discord server or other commercially acceptable means. The preceding price determination shall be made by SuperNFT and we hereby reserve the right, in our sole discretion and with no obligation to provide notice of any changesto the pricing model regardless of the date of such change or the ongoing status of the Initial Sale. The price shall be inclusive of all excise taxes and U.S. domestic shipping. Additional sales tax may be charged. Applicable NFT minting and “gas” costs are not included as part of the price determination set forth in this Section 2.6.2.

By using the Platform you agree and understand that all fees are transferred, processed, or initiated directly through one or more of the smart contracts on the Ethereum blockchain network.

2.6.3    Fees – Secondary Market Transactions

The distribution of sales proceeds from secondary market sales (i.e. any sales after the original minting of the NFTs) of SuperNFT’s NFTs is as follows:

• Seller – 92.5%

• SuperNFT – 7.5%

SuperNFT hereby reserves the right to make changes to the above distribution of secondary sales in its sole discretion and without obligation to provide any notice beyond those required, if any, by the marketplaces where the NFTs are listed for trade.  

2.6.4    Fees – Gas

All transactions on the Platform, including but not limited to minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on the Ethereum blockchain network. The Ethereum blockchain network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the network. The value of the Gas Fee changes, often unpredictably, and is entirely outside of our control. 

You hereby acknowledge and agree that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.

3.   Special Rules Pertaining to Redeemable Elements 

With respect to any NFT that includes additional utility that grants you the right to receive an exclusive good, physical or digital experience produced by SuperNFT or its affiliates, and/or to take part in exclusive music-related experiences (each referred to herein as “Redeemable Elements”), the following additional rules shall apply, as well as any additional requirements or restrictions imposed by applicable law:

3.1    Eligible Recipients and Addresses.

Redeemable Elements or other benefits associated with SuperNFT’s NFTs shall only be available to individuals who (i) are at least 18 years old, (ii) present a valid identification card if and when requested, that is consistent with any identifying information previously provided by the individual (to be determined by us in our sole discretion), and (ii) are otherwise not prohibited from receiving any Redeemable elements or other benefits based on the individual’s country and applicable laws (“Eligible Recipients”). An individual shall automatically cease to be an Eligible Recipient if they (i) appear on the Specially Designated Nationals and Blocked Persons List (“SDN List”) of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), or are otherwise a party with which SuperNFT is prohibited to deal under the laws of the United States; (ii) is located in, or organized under the laws of a country or region subject to sanctions by OFAC, which may change from time to time but, as of the date of these Terms include, Crimea, Cuba, North Korea, Iran, Syria; (iii) is a person identified as a terrorist organization on any other relevant lists maintained by any governmental authority.

3.2    Participation in Exclusive Experiences 

Regardless of who Owns the applicable NFT as of the date the applicable Redeemable Element may be redeemed (the “Redeemable Date”), the right to take part in an experience curated by SuperNFT will be held by the record holder of the NFT at the time of the applicable experience, only if such record holder meets the eligibility criteria items listed in these Terms and any other applicable documents. The Redeemable Date for any particular Redeemable element shall be set by SuperNFT in its sole discretion.

Additional terms related to any Redeemable Elements may apply, as provided in the description of the NFTs or any applicable terms of sale, as required by SuperNFT or as required by applicable laws and regulations. YouAlthough SuperNFT intends to deliver certain Redeemable Elements in connection with the NFTs, you hereby acknowledge and accept that SuperNFT is under no obligation to deliver specificany particular Redeemable Elements in connection with the NFTs.

3.3   “Founders” Access 

SuperNFT’s NFTs will include a “Founder” status intended to provide certain access privileges and additional utilities in relation to applicable Redeemable Elements. The aforementioned “Founder” status refers only to such access to certain privileges and utilities, and does not confer to you, or anyone, any rights of ownership of, or equity in, SuperNFT or any of its affiliated entities, activities, or properties including, without limitation, any music festivals or similar events.

4.   Registration Requirements 

The Platform and any NFTs that you Own are exclusively for your personal, noncommercial use and are intended for personal enjoyment and non-commercial entertainment purposes only. You agree not to use the Platform or NFTs that you Own for any other purpose. We reserve the right to require that you register with us or one of our Platform partners in order to access the NFTs. If you are required to register an account with us or any of our Platform partners, you agree to provide accurate, current and complete information as required by that part of that process.]

5.   Intellectual Property Ownership, Licenses and Restrictions

5.1   Ownership

Subject to the licenses expressly granted below, we (or our licensors, as applicable) own all rights, title and interest in and to:

• the Creative Materials, all proprietary source and object code and any other technology associated with the NFTs, and

• any and all other content and materials available through the NFTs, any associated applications, and all intellectual property rights therein (collectively, “SuperNFT Intellectual Property”). SuperNFT Intellectual Property may be used only in connection with the NFTs, for personal, non-commercial purposes, as expressly permitted in these Terms.

If you have any suggestions, questions or comments regarding strategic partnerships related to your NFT and the SuperNFT Intellectual Property, please contact us at NFTpartnerships@superf.ly. We reserve the right to accept or decline any suggested partnerships solely at our discretion. 

5.2   Limitations on Use

Unless explicitly stated by SuperNFT or any applicable third party, you should assume that all SuperNFT Intellectual Property is protected by copyright, trademark or other applicable intellectual property rights and may not be used except as permitted in these Terms. SuperNFT does not grant, by implication, estoppel, or any other manner, any license or right to use any SuperNFT Intellectual Property or NFTs in a manner that is inconsistent with these Terms unless SuperNFT and/or any third party that may own additional intellectual property provide prior written permission.

5.3    Grant of License Generally

SuperNFT grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and any NFTs that you Own for your own personal, noncommercial use only as permitted in these Terms. You may not use the Platform or any NFTs that you Own for any unlawful purpose. We reserve all rights in and to the Platform and the NFTs not expressly granted to you under these Terms.

5.4   Creative Materials and Limited Grant of License

Without limiting the generality of the foregoing or any other items in these Terms, subject to your continued compliance with these Terms, SuperNFT grants you a limited, non-exclusive, non-transferable, royalty-free license to display the Creative Materials for NFTs that you Own, solely, for the following purposes:

• for your own personal, non-commercial use; or

• as part of an NFT marketplace (e.g. OpenSea) that permits the purchase and sale of NFTs (provided that the subject marketplace cryptographically verifies each NFT owner’s right to display the Creative Materials to ensure that only the actual owner of the NFT can display the Creative Materials in their platform). You may not (and may not permit any third party to):

  • modify the Creative Materials in any way;

  • use the Creative Materials to advertise, market, or sell any product or service (with the exception of a resale of an NFT as permitted by these Terms and applicable laws and regulations);

  • use the Creative Materials in any manner which would constitute or amount to an endorsement of, or relationship with, any particular third party, entity, product, product category, charity, service or other;

  • grant any third-party the right to use the Creative Materials in any way that is inconsistent under these Terms;

  • use the Creative Materials in connection with images, videos, or  any other forms of media or content that depict or promote violence, hatred, sexual conduct, illicit drugs or anything else that could reasonably be found to constitute hate speech, be considered detrimental or otherwise infringe upon the rights of others;

  • use the Creative Materials in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use;

  • sell, distribute, or otherwise commercialize merchandise that depicts, embodies, contains, or consists of the Creative Materials;

  • attempt to trademark, copyright, or otherwise acquire any intellectual property rights in the Creative Materials, notwithstanding the limited license granted pursuant to these Terms; or

  • otherwise use the Creative Materials for your or any third party’s commercial benefit without the express prior written permission of SuperNFT, which shall have full discretion to deny such request.

5.5   Proprietary Notices

Additionally, you agree to not remove any proprietary notices or labels on or in SuperNFT Intellectual Property. You also agree to not bypass, modify, defeat or circumvent any technologies or methods used to deliver or protect the NFTs or any other SuperNFT Intellectual Property.

5.6   Modifications

We reserve the right to modify or discontinue the NFTs, the Platform or any parts of any associated software or applications with or without notice, at our sole discretion and at any time. SuperNFT (including, without limitation, our licensors) shall not be liable to you or any third party for any modification, suspension or discontinuance of the NFTs or the Platform or any associated software or applications. 

6.   Terms of Service; Privacy and Access Credentials

6.1   Privacy

By using SuperNFT’s Platform and any related services, it is your responsibility to know, understand and abide by these terms of service and our Privacy Policy, which is incorporated herein by reference. Any information that you may provide SuperNFT during your use of the Platform is subject to the Privacy Policy. Any information that you may provide to a Third Party Site during your use of the Platform is subject to the Third Party Site’s privacy policy, and your use of any Third Party Site included in the Platform is governed by the terms of service of the applicable Third Party Site. You agree that we shall not be responsible or liable for any misuse of the information you provide to any Third Party Site.

6.2   Access Credentials

When registering for the Platform (directly or through third party services), you may be required to select a username and password, private key, or other form of secure authentication that you will use to access your account (collectively, “Access Credentials”). You are responsible for any use of your Access Credentials to access the Platform, whether by you or others. You hereby agree to keep your Access Credentials confidential and not share them with anyone else. You shall be solely responsible for the safekeeping of your Access Credentials. SuperNFT shall not be liable for any loss or damage arising from your failure to protect your Access Credentials or any other personal information, including but not limited to loss of access to any NFTs or the Platform. You authorize SuperNFT to act on instructions received through use of your Access Credentials. SuperNFT may, but is not obligated to, deny access or block any transaction made through use of your Access Credentials without prior notice.

7.   Termination

We may, in our sole discretion at any time, for any reason or no reason, and without notice or liability, immediately terminate your access to all or any part of the Platform. Termination may include, but is not be limited to (a) removal of your access to the Platform, (b) the deletion of all account information related to the NFTs from the Platform, and (c) barring any further use of or access to the Platform by you.

8.    Assumption of Risk

You acknowledge that NFTs carry certain risks, including, but not limited to, those listed below. We expressly disclaim any responsibility for these risks.

8.1   Inherent Risks of Digital Assets

There are risks associated with using digital assets such as NFTs and cryptocurrencies, including, but not limited to, the risk of hardware, software and Internet connections, malicious software introduction, and the risk of third parties may obtaining unauthorized access to information stored within your cryptographic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum blockchain network, no matter the cause of such issue.

8.2   Value and Volatility – Our NFTs are not an Investment

The prices of NFTs have shown a historical record of being extremely volatile and subjective, and NFTs have no inherent or intrinsic value. To the extent there is a price or market for NFTs or other blockchain-based assets, (a) those prices and markets are extremely volatile, (b) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including NFTs, and (c) there is no guarantee that NFTs will have or retain any value. NFTs are not securities or financial instruments and are offered for collection and personal use purposes, not for investment purposes. The commercial or market value of NFTs may materially diminish in value as a result of a variety of factors, including negative publicity associated with SuperNFT. You accept and acknowledge that we will not be responsible for the risks of engaging in any transactions relating to your NFTs (e.g., transferring your NFT from a third party on any so-called “secondary market”).

8.3   Blockchain, Ethereum, and NFTs

The Platform does not itself store, send, or receive NFTs (or other cryptocurrencies). This is because NFTs exist only by ownership record maintained on the Platform’s supporting blockchain on the Ethereum blockchain network. Any transfer of NFTs occurs within the supporting blockchain in the network, and not on the Platform. We do not make any promises or guarantees about the availability of NFTs on any supporting blockchain network, or that it will host your or any other NFTs at any specific location and/or for any specific period of time. Upgrades to the Ethereum blockchain, including a hard fork or similar change to the Ethereum network, a failure or cessation of the Ethereum blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs. We explicitly hereby make no promises or guarantees related to the Ethereum blockchain network or any other third parties related to the NFTs or the Platform (including, but not limited to, any of their respective applications and/or services, as well as to the continued availability of or the protection or storage of any data you provide to those parties). You accept and acknowledge that we will not be responsible for any loss of access to your NFTs due to loss of your private key(s), custodial error, purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological issues or difficulties.

8.4   Legal and Regulatory Landscape

The legal and regulatory frameworks governing blockchain technologies, cryptocurrencies, NFTs and other digital tokens is uncertain and constantly changing. New laws, regulations or policies may materially adversely affect the development of the Platform or other third party platforms, and therefore the potential utility or value of your NFTs. You accept, acknowledge and agree that we will not be responsible for the risk of changes to the legal and regulatory frameworks governing blockchain technologies, cryptocurrencies, NFTs and other digital tokens, including new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs.

8.5   Taxes

You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. You agree that we are not responsible for determining the taxes that apply to your transactions on the Platform or other NFT-related transactions on any third party platform.

8.6   General Matters

You also acknowledge and agree that: (a) you have obtained sufficient information to make an informed decision regarding the NFTs; (b) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (c) SuperNFT does not represent or warrant that any NFTs, or its supporting systems or technology, are reliable, current or error-free or otherwise meets your requirements, that defects in the NFTs, or their supporting systems or technology, will be corrected, or that the delivery mechanism for NFTs will be free of viruses or other harmful components; and (d) SuperNFT shall not be responsible for any communication failures, disruptions, errors or delays you may experience related to the NFTs.

9.   Disclaimer of Warranty

THERE IS NO WARRANTY FOR THE PLATFORM, ANY NFTS OR REDEEMABLE ELEMENTS THEREOF, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING, THE COMPANY AND/OR OTHER PARTIES PROVIDE THE PLATFORM AND NFTS “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 

10.    Limitation of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF REPUTATION, COSTS OF COVER DAMAGES OR INTANGIBLE LOSSES OF ANY KIND ARISING FROM YOUR USE OF THE PLATFORM, NFTS OR RELATED SERVICES, YOUR INABILITY TO USE THE PLATFORM, NFTS, OR RELATED SERVICES, OR THE PRODUCTS OR SERVICES AVAILABLE THROUGH THE PLATFORM. NOTWITHSTANDING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE GREATER OF THE FEES YOU PAID TO US FOR NFTS OR ANY OTHER PRODUCTS AND SERVICES THAT ARE THE SUBJECT OF THE CLAIM AT ISSUE IN THE TWELVE MONTHS PRECEDING THE CLAIM OR ONE HUNDRED UNITED STATES DOLLARS.

11.   Indemnity

You agree to defend, indemnify and hold us, our parent companies, subsidiaries, affiliates, contractors, suppliers, business partners and licensors and each of our respective officers, agents, partners and employees (the "SuperNFT Parties") harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, due to or arising out of (1) your use of the Platform, NFTs or related services in violation of these Terms or additional terms, or arising from a breach of these Terms or additional terms (including, without limitation, any breach of your representations and warranties set forth in these Terms); (2) any allegation that any content or other material you have submitted or transmitted to the Platform or related services infringe, misappropriate or otherwise violate the copyright, trademark, trade secret or other intellectual property rights of any party; (3) your violation of applicable laws and regulations; or (4) your activities or omissions in connection with the Platform, NFTs or related services.

12.   Force Majeure

In no event shall SuperNFT be liable or deemed to be in breach of these Terms, or any current or future terms applicable to any Redeemable Elements hereof, for any delay or failure to perform arising or caused by, directly or indirectly, forces beyond its control, including, without limitation, riots, civil disorder, government order or law, accidents, earthquakes, explosions, strikes, lockouts, epidemics, pandemics or other public health crises or emergencies, hurricanes, breakout of war, or other similar events.

13.   Payment and Taxes

13.1   Cryptocurrency & Financial Transactions on Platform

Any cryptocurrency payments or other financial transactions that you engage in through the Platform will be conducted solely through the Ethereum blockchain network. We have no control over these payments or transactions, and we don’t have the ability to reverse any payments or transactions. We do not provide refunds for any purchases that you might make on or through the Platform – whether NFTs or any other items, goods or services. Whether a particular cryptocurrency is accepted as a payment method by us will always be subject to change in our sole discretion and without the obligation to provide notice.

13.2   Fiat Currency Transactions on Platform

Any fiat currency payments will be directed to our unaffiliated third-party payment processor. All payment information is sent directly to and stored with the payment processor using its security protocols. We do not store your payment information on our systems and shall not have any responsibility for the safety or security of that information. We may add or modify any payment processing services at any time. Such services may be subject to additional terms or conditions of unaffiliated third parties including their privacy policies. 

13.3   No Liability for Transactions

You accept and agree that we are not liable to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payments or transactions that you conduct via the Ethereum blockchain network.

13.4    Tax Responsibilities

You accept and agree that we will charge you, withhold and pay any and all applicable sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform, including the NFTs. To allow us to determine our tax obligations, you hereby agree that we rely on your IP address. You agree to inform us if your IP address does not reflect your country of residence.

14    Governing law

These Terms and your use of the Platform will be governed by federal and Delaware Law, regardless of the conflict of law provisions thereof and regardless of where you live or from where you access or use the Platform and related services.

15.   Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. 

Use or accessing the Platform constitutes your acceptance of this Arbitration provision.

As a condition of using the Platform or related services or accessing the NFTs, you and we agree that any and all disputes, claims, and causes of action (collectively, "Claims") arising out of or connected with the Website or Services (except for small claims court Claims, if applicable) shall be resolved exclusively by binding arbitration under the rules of the American Arbitration Association ("AAA"), including the Supplementary Procedures for Consumer Related Disputes, for full and final settlement of such Claim applying the Federal Arbitration Act and other federal arbitration laws. 

YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOU AND WE ALSO AGREE THAT (A) ANY CLAIMS WILL BE RESOLVED INDIVIDUALLY NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE, MEMBER OF OTHERWISE ON BEHALF OF OTHERS IN ANY PURPOSED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AND NOT THROUGH ANY CLASS ACTION, (B) IF A CLAIM PROCEEDS IN COURT ANYWAY, WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL; AND (C) EITHER YOU OR WE MAY SEEK A COURT INJUNCTION REGARDING INTELLECTUAL PROPERTY INFRINGEMENT. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY. 

Although court review of an arbitration award may be limited, an arbitrator is empowered to award the same damages and relief as a court, including injunctive relief or statutory damages. Notwithstanding the foregoing, either party may seek temporary or emergency equitable relief to enforce its rights in any court of competent jurisdiction.

You may seek arbitration of a Claim by contacting our registered agent at: SuperNFTcopyright@superf.ly

The arbitration may be conducted via telephone, written submissions or in person in a mutually agreed location. Payment of all filing, administration, arbitrator and/or mediator fees ("Fees") will be governed by AAA's rules. The AAA's rules are available at: www.adr.org or call 800-778-7879 (toll-free) for instructions on how to obtain a copy. Unless the AAA arbitrator determines that your Claim was frivolous, we will (i) reimburse you for the Fees paid by you, and (ii) will not seek reimbursement from you for our attorneys' fees and costs associated with the arbitration. You and we further agree that an award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other proceeding except to enforce the award itself and any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Delaware, or the United States District Court for the District of Delaware. For any Claims that are not subject to arbitration, if any: (a) the exclusive jurisdiction and venue for proceedings involving Claims shall be the courts of competent jurisdiction sitting within the State of Delaware (the "Forum"), and the parties hereby waive any argument that any such court does not have personal jurisdiction or that the Forum is not appropriate or convenient; (b) you and we waive any and all rights to trial by jury with respect to any Claims.

16.   General Information.

16.1   Age Restrictions.

NFTs we provide are only intended for purchase and use by persons 18 years of age or older. You acknowledge and agree that you are not permitted to visit SuperNFT’s Platform or purchase the NFTs provided by SuperNFT if you are under the age of 18. By using the Platform, you certify that you are at least 18 years of age and agree to provide us with accurate information and verification concerning your age or identity if we request it. You also agree not to assist anyone under the age of 18 in accessing SuperNFT’s Platform or the NFTs or attempt to contact anyone under 18 while accessing or using the Platform and any related services.

16.2   No Third Party Beneficiaries.

Except as otherwise expressly provided in these Terms, you agree that there shall be no third party beneficiaries to these Terms. You acknowledge, accept and agree that SuperNFT’s licensors and respective affiliates, investors, subsidiaries, and parent company, and any other person or entity as SuperNFT may designate from time to time, are intended third party beneficiaries of these Terms. 

16.3   Miscellaneous.

Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision, and we shall have the full discretion of exercising or enforcing such right or provision on the timing of our choosing. The section titles, subtitles and headers in these Terms are for convenience only and have no legal or contractual effect. These Terms and your account on the Platform are personal to you and may not be transferred or assigned at any time and under any circumstances. Our performance under these Terms is subject to existing and applicable laws, regulations and legal process. If any part of these Terms is deemed to be illegal, invalid, void or unenforceable for any reason, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. The remainder of the Terms shall be unaffected and shall continue to be fully valid, binding, and enforceable. These Terms, together with any additional terms and conditions or policies referred to and incorporated herein (including the Privacy Policy and/or additional terms applicable to various parts of the Platform), constitute the entire understanding between you and us. These Terms apply solely to the extent permitted by law.

16.4   Limitations Period.

You agree that regardless of any statute or law to the contrary, any claim, or cause of action you may have arising out of or related to the use of any NFTs or the Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Contact Information.

SuperNFTsupport@superf.ly