Terms & Conditions
Effective Date: September 22, 2022
1. REVIEW THE AGREEMENTS CAREFULLY. BY ACCESSING OR USING OUR WEBSITE (IN WHOLE OR IN PART), YOU AGREE TO BE BOUND BY THE AGREEMENTS. IF YOU DO NOT AGREE WITH THE AGREEMENTS, YOU ARE NOT ELIGIBLE TO ACCESS OR USE OUR WEBSITE (IN WHOLE OR IN PART). FURTHER IF YOU ARE NOT ELIGIBLE TO ACCESS OR USE OUR WEBSITE PURSUANT TO ANY OF THE AGREEMENTS, YOU ARE NOT PERMITTED TO ACCESS OR USE OUR WEBSITE AS PROHIBITED UNDER SUCH AGREEMENTS.
ACCEPTANCE AND APPLICABILITY OF AGREEMENTS:
ACCEPTANCE AND APPLICABILITY OF AGREEMENTS:
Acceptance of Agreements. These Terms are a legally binding agreement between you and Quarter Machine. By accessing or using our Website in any way, you expressly acknowledge and agree that you understand the terms set forth in the applicable Agreements, including, without limitation, those set forth in these Terms and that you agree to be legally bound by all terms and conditions set forth in the applicable Agreements.
Your Representations and Warranties. Without limiting anything set forth in the Agreements, by accessing or using our Website, you represent to us that: (1) you are 18 years of age or older; (2) you are legally able to enter into contracts; (3) you are not a person barred from accessing or using out Website under federal, state, local or other laws; and (4) you have not previously been suspended or prohibited from accessing or using our Website for any reason other than your cancellation of your access to or use of our Website in accordance with the applicable Agreements.
Changes to Terms. We may update or modify these Terms from time to time by posting a revised version of these Terms on our Website and publishing a general notice of such changes on our Website. You can review the most current version of the Terms at https://quartermachine.io/terms-and-conditions. By accessing or using our Website after any modification of these Terms, you agree to be bound by such modifications.
Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party:
(a) Change or terminate all or any part of our Website;
(b) restrict or terminate your access to or use all or any part of our Website;
(c) refuse, move or remove anything that is available on or through our Website; or
(d) deny access to or use of our Website to anyone at any time in our sole and absolute discretion.
Conflicts. In the event of any conflict between these Terms and the Agreements, these Terms shall govern unless otherwise stated in the Agreements.
2. ACCESS TO AND USE OF OUR WEBSITE
Acceptable Use. In addition to, and not in lieu of, any restriction or requirements set forth in any of the Agreements, your access to and use of our Website must comply with the following (the “Acceptable Use Restrictions”).
(a) You are only allowed to access and use our Website for its intended purposes, as determined by us in our sole discretion.
(b) Without limitation, you are not allowed to access or use or Website to (1) publish, post, distribute or disseminate any content which is or could reasonably be viewed as: (a) hate speech, obscene, harassing, threatening, pornographic, abusive or defamatory to an individual or group of individuals on the basis of religious belief, race, gender, age, disability or otherwise; (b) inciting violence, or containing graphic or gratuitous violence; (c) an unauthorized commercial communication of any kind (including, without limitation, spam); (d) fraudulent, inaccurate or misleading, or otherwise objectionable content of any kind; (e) infringing or violating someone else’s rights or otherwise violating the law; or (f) identifying any person without their consent or disclosing anyone else’s personal contact details or invading their privacy; (2) violate any laws; (3) transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature; or (4) engage in commercial activity except as expressly permitted under the applicable Agreements.
(c) You are also prohibited from: (1) reformatting or framing any portion of our Website; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal or intended operation of our Website as determined by us in our sole discretion; (3) taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, disassembling, decompiling, translating or reverse engineering any portion of our Website or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Website; (5) disrupting or otherwise interfering with our Website or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) collecting or storing, or attempting to collect or store, personal information about other users of our Website, except as expressly permitted under the applicable Agreements; (8) engaging in any activity that is illegal under federal, state, local, or other laws, (9) creating a false identity in connection with your access to or use of our Website; (10) creating an account to access or use our Website for anyone else; (11) releasing to any third party information related to your access to or use of our Website for purposes of monitoring our Website availability, performance, or functionality, or for any other benchmarking or competitive purposes without our prior written approval; (12) copying our Website, except as expressly permitted under the applicable Agreements; (13) accessing or using our Website in a service bureau or time-sharing environment (including, without limitation, accessing our Website to provide third parties a service consisting solely of the collection and entry of data and other information on, or available through, our Website); (14) selling, assigning, transferring, sublicensing, pledging, renting, or otherwise sharing your rights under the Agreements except as expressly permitted by the Website or any Agreements; (15) creating any derivative works based on our Website; and (16) modifying, obscuring, or removing any proprietary notices on our Website or copies thereof.
Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local and other laws) and the applicable Agreements when accessing or using our Website. Without limiting the foregoing, by accessing or using our Website, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list or prohibited or restricted parties. If you access or use our Website outside the United States, you are solely responsible for ensuring that your access to and use of our Website in such country, territory or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation to, in our sole discretion, monitor where users who access or use Website are located, and the right, but not the obligation, to block or otherwise restrict access to or use of our Website, in whole or in part, from any geographic location.
Mistakes or Errors. Without limiting anything set forth in the applicable Agreements, you acknowledge and agree that under no circumstances will we or any of our licensors or suppliers be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Website.
Abusive and Offensive Language. Abusive and offensive language will not be tolerated, including, without limitation, on our social media sites, with our personnel, or on or in connection with your access or use of our Website. You are not entitled to make untrue, malicious and/or damaging comments with regard to our operations in any media forum.
3. OWNERSHIP AND LIMITED LICENSE
Ownership of The Site. All right, title and interest in and to our Website, including, but not limited to, the software and code that comprise and operate our Website, and all of the text, photographs, illustrations, images, graphics, audio, video, URLs, and other materials provided through or contained in our Website are owned by us or third parties who have licensed their content to us. Our Website is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire Website is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement, and enhancement of the Website.
Ownership of Marks. The Quarter Machine names, logos, all product and service names, all graphics, all button icons and all trademarks, service marks and logos appearing on our used in connection with our Website, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Quarter Machine (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress (collectively, “Other Marks”) mentioned, displayed, cited, or otherwise indicated within our Website are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without prior written permission. You are not authorized to display or use any Other Marks that appear on or are used in connection with our Website without the prior written permission of the applicable third party.
NFT Ownership. When you purchase your NFT, You own the NFT– the ownership is transferred to your wallet address on the Ethereum blockchain for that individual piece of art, combination of traits, and number. Ownership of the NFT is ruled by these Terms, the smart contract, and the Ethereum Network terms, provided that, in the event of a conflict, as it relates to the NFT, these Terms will prevail. We have no ability to alter, freeze, seize or modify the OWNERSHIP of any Quarter Machine NFT. The name(s), logos, designs and other intellectual property involved in the Quarter Machine and Pirate Island Projects are owned by us and your ownership of the NFT does not convey ownership in such name(s), logos, designs and other intellectual property. All rights that are not specifically granted to the Users and owners of Quarter Machine NFTs herein are expressly reserved by Quarter Machine. This includes but is not limited to the intellectual property rights surrounding the “Quarter Machine,” “Pirate Island,” “Sticker Pox,” and “Floor is Lava,” names, logos, 3D layer files, trademarks, the website, the look and feel of the user interface, the smart contract code, or anything else not specifically granted herein. Nothing herein shall be construed as transferring ownership to you in the intellectual property associated with the Quarter Machine NFT, including the image, likeness, design or otherwise, which is and shall remain our sole property. Further, you hereby grant to us a perpetual, irrevocable, worldwide, royalty-free license to use the NFT in our business.
Limited License. Subject to your acceptance of, and compliance with, the applicable Agreements, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use our Website in a manner that is consistent with the applicable Agreements and the intended purposes of our Website. You obtain no rights in our Website except to access and use it in accordance with the applicable Agreements. Without limiting the generality of the foregoing, you shall not access or use our Website in violation of the terms set forth in any of the applicable Agreements, including, without limitation, the Acceptable Use Restrictions set forth in these Terms (collectively, the “Prohibited Activities”). You will be solely liable for any damages, costs or expenses arising out of or in connection with your commission of any Prohibited Activity. You shall notify us immediately upon becoming aware of the commission by any person of a Prohibited Activity and shall provide us with reasonable assistance upon our request with any investigations we may conduct in connection with any such Prohibited Activity.
Limited Commercial Usage. Subject to your continued compliance with these Terms, Quarter Machine grants you a limited, non-transferable, revocable, worldwide license to use, copy and display the purchased Art (the “Quarter Machine Licensed Materials”) for the purpose of creating derivative works based upon the Art, provided that you must comply with the following conditions: (i) You may not create any tangible 3D items from the Art, including without limitation toys, figurines or other tangible materials, such derivatives being expressly reserved to Quarter Machine. Examples of permitted Commercial Use would be the use of the Art to produce and sell physical merchandise with the Art printed on such products (e.g. T-Shirts, Posters, etc.); (ii) You may not associate the Art, or Quarter Machine in any way with, or modify the Art to display, any materials which are deemed in our sole discretion to be crude, expletive, inappropriate, unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable, or any materials infringing on any law or regulations or intellectual property rights of third parties; (iii) You may not use the Quarter Machine Licensed Materials in any way that could be construed as being adverse or derogatory to the image of Quarter Machine or any of its owners, agents, officers, subsidiaries, or employees; and, (iv) You shall indemnify and hold harmless Quarter Machine against any claims, damages, proceedings, loss or costs arising from any such use described in Sections 10.12(i), (ii), and (iii) above.
Art Used In Full. Use of the Quarter Machine Licensed Material must be in full and in their entirety. Use must include the complete Rig/Image/Model and rights are reserved for any and all underlying image files including layered files for individual proprietary Quarter Machine traits (e.g. Ghost Shaders, Pirate Hats, etc.) or the individual proprietary files that complete each asset (the “Reserved Art”). All rights in and to the Reserved Art are reserved for Quarter Machine and are expressly prohibited to be used by you outside of the full Rig/Image/Model. These individual layered files are proprietary to Quarter Machine.
Additional Reservations. You expressly acknowledge and agree that Quarter Machine and certain third-parties reserve any and all rights in the Art, and any portion thereof, to use the Art and ANY portion of the Art in its business, including, without limitation, print or digital advertising, or any creative media (including short film, cartoons, feature films, etc.) in support of their community and message. The licenses granted herein only apply to the extent that you continue to own the relevant NFT. If at any time you trade, donate, give away, transfer or otherwise dispose of your NFT for any reason, or you violate the Terms contained herein, the license granted above will immediately terminate, without notice, and you will have no further right in or to the intellectual property in the NFT.
Trademarks and Service Marks Excluded. Notwithstanding the specific rights granted herein, nothing gives you any rights to any trademarks or other intellectual property rights belonging to Quarter Machine and its affiliates including, without limitation the associated logos of Quarter Machine, Spacestation Animation, Unnamed Inc., and other affiliates. All of these rights are expressly reserved in the name of Quarter Machine, Spacestation Animation, Unnamed Inc., and respective affiliates as applicable.
4. PERSONAL INFORMATION AND FEEDBACK
Feedback. By submitting ideas, suggestions, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
Links to Third Party Websites. Our Website may include links to other websites or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external websites or services and that we do not endorse and are not responsible or liable for any such linked websites or services or any information, material, products, or service contained on or accessible through other websites or services. Furthermore, we make no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked websites or services. Your access to and use of linked websites or services, including, without limitation, any information, material, products, and services on or accessible through other websites or services is solely at your own risk.
Right to Terminate. Subject to the terms set forth in the applicable Agreements, in addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, with or without notice and in our sole discretion, to terminate these Terms, and/or your ability to access and use our Website (in whole or in part) for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms, or, in the case of any activity by you that may harm us or other users, including, but not limited to, fraud, abuse of privileges or misuse of our Website. You agree that we will not be liable to you or any third party for any such termination.
Effects of Termination. If we exercise our termination rights available under the applicable Agreements, your license to access and use our Website shall immediately terminate and you must discontinue all access to and use of our Website affected by such termination.
Fraudulent Activity. If we suspect that you are engaging in, or have engaged in, any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.
Survival. The provisions of these Terms which by their nature are intended to survive that termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms indemnity and limitations of liability shall survive the termination or cancellation of these Terms.
Disclaimer of all Warranties. In addition to, and not in lieu of, any warranty disclaimers set forth in any applicable Agreement:
(a) OUR WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO OUR WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE COMPRISING ANY PORTION OF OUR WEBSITE), WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RESULTS ARISING FROM THE ACCESS TO OR USE OF OUR WEBSITE OR THAT OUR WEBSITE WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.
(b) YOU HEREBY ACKNOWLEDGE THAT OUR WEBSITE MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR WEBSITE AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND, THEREFORE, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF OUR WEBSITE CAUSED BY SUCH FACTORS.
(c) WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION YOU SUBMIT THROUGH OR IN CONNECTION WITH OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY OF YOUR CONTENT.
(d) WE ARE NOT RESPONSIBLE OR LIABLE FOR, NOR DO WE REPRESENT OR OTHERWISE WARRANT THE PERFORMANCE OF ANY DEVICE YOU USE TO ACCESS OR USE OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTINUING COMPATIBILITY OF ANY DEVICE WITH OUR WEBSITE.
(e) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
Use of Website at Your Sole Risk. YOUR ACCESS TO AND USE OF OUR WEBSITE, DOWNLOAD OF ANY SOFTWARE RELATING TO OUR WEBSITE AND USE OF ANY INFORMATION WE MAY PROVIDE, OR RESULTS GENERATED, THROUGH OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF OUR WEBSITE IS AT YOUR SOLE OPTION, DISCRETION AND RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF OUR WEBSITE OR ANY SOFTWARE COMPRISING ANY PORTION OF OUR WEBSITE, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR SOFTWARE, COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE OR ANY OTHER EQUIPMENT YOU USE TO ACCESS OR USE, OR IN CONNECTION WITH, OUR WEBSITE, FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO ACCESS OR USE OUR WEBSITE BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS.
No Creation of Warranty. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM US OR OTHERWISE THROUGH OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF OUR WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Third Party Statements. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE STATEMENTS, ADVICE OR OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED QUARTER MACHINE SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS PROVIDED BY ANY THIRD PARTIES, AND SUCH STATEMENTS, ADVICE OR OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE OR OPINIONS OF QUARTER MACHINE.
7. YOUR LIABILITY
Agreement to Indemnify. YOU AGREE THAT YOU WILL ONLY ACCESS AND USE OUR WEBSITE IN ACCORDANCE WITH THE APPLICABLE AGREEMENTS. YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING REASONABLE ATTORNEY FEES) WHICH WE (OR ANY OF OUR SUBSIDIARIES OR AFFILIATED COMPANIES) INCUR ARISING FROM ANY BREACH BY YOU OF THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US, OUR SUBSIDIARIES AND AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY FEES, MADE BY ANDY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO OR USE OF OUR WEBSITE, YOUR CONNECTION TO OUR WEBSITE, YOUR VIOLATION OF THE APPLICABLE AGREEMENTS OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.
Additional Remedies. The Released Parties reserve the right to seek all remedies available at law and in equity for your violation of the applicable Agreements, including, without limitation, the right to block access from a particular internet address to our Website and report misuse to law enforcement.
8. LIMITATION OF LIABILITY
Maximum Liability. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE AGREEMENTS AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF OUR WEBSITE SHALL BE THE AMOUNT OF $100.
No Liability for Incidental Damages. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO OR USE OF OUR WEBSITE.
Applicability of Limitations. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE, LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
Waiver of Rights. YOU AGREE THAT BY ACCESSING OR USING OUR WEBSITE, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING.
Agreement to Arbitrate.
(a) YOU AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THE APPLICABLE AGREEMENTS, YOUR ACCESS TO OR USE OF OUR WEBSITE, OR YOUR DEALINGS WITH THE RELEASED PARTIES SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION.
(b) THIS AGREEMENT TO ARBITRATE INVOLVES INTERSTATE COMMERCE, AND, THEREFORE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C 1-16 (“FAA”), AND NOT BY STATE LAW.
(c) THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE INTERPRETED BROADLY PURSUANT TO THE FAA.
(d) THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THIS SECTION.
(e) THE ARBITRATION WILL BE CONDUCTED USING ONE ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF ARBITRATORS IN ACCORDANCE WITH THE ARBITRATION RULES AND PROCEDURES OF ANY ARBITRATION ORGANIZATION OR ARBITRATOR THAT YOU AND THE RELEASED PARTIES AGREE UPON IN WRITING OR THAT IS APPOINTED PURSUANT TO SECTION 5 OF THE FAA.
(f) FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS $10,000 OR LESS, YOU MUST ABIDE BY THE FOLLOWING RULES: (1) THE ARBITRATION SHALL BE CONDUCTED SOLELY BASED ON TELEPHONE OR ONLINE APPEARANCES AND/OR WRITTEN SUBMISSIONS AND (2) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES. IF THE CLAIM EXCEEDS $10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES, AND THE HEARING (IF ANY) MUST TAKE PLACE IN DELAWARE.
(g) THE ARBITRATOR IS BOUND BY THE TERMS OF THIS AGREEMENT TO ARBITRATE. YOU ACKNOWLEDGE AND AGREE THAT, IN ANY ARBITRATION PROCEEDING, NO DEPOSITIONS WILL BE TAKEN, AND ALL OTHER FORMS OF DISCOVERY OF FACTS WILL BE LIMITED TO THOSE THINGS THAT THE ARBITRATOR DETERMINES, IN ITS SOLE DISCRETION, TO BE NECESSARY. FURTHER, IN ANY ARBITRATION PROCEEDING: (1) THERE SHALL BE NO AWARD OF PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL OR OTHER SPECIAL DAMAGES; (2) ALL DAMAGES, CLAIMS, AND AWARDS WILL BE GOVERNED BY UTAH LAW; (3) THE PARTIES WILL CONDUCT THE ARBITRATION CONFIDENTIALLY AND EXPEDITIOUSLY AND WILL PAY THEIR OWN COSTS AND EXPENSES OF ARBITRATION, INCLUDING THEIR OWN ATTORNEY FEES. IF YOU PROVE THAT YOU ARE UNABLE TO AFFORD THE AAA FEE YOU AGREE TO NOTIFY ALL PERSONS AGAINST WHOM YOU HAVE AN ARBITRABLE CLAIM AND GIVE SUCH PERSONS THE OPPORTUNITY, INDIVIDUALLY AND AS A GROUP, TO PAY SUCH FEE. THE PROCEEDING AND THE DECISION SHALL BE KEPT CONFIDENTIAL BY THE ARBITRATOR AND THE PARTIES.
(h) THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
(i) THE ARBITRATOR'S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.
(j) EXCEPT IN THE EVENT YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 9.5, THIS AGREEMENT TO ARBITRATE WILL SURVIVE TERMINATION OF YOUR ACCESS TO OR USE OF OUR WEBSITE AND YOUR RELATIONSHIP WITH THE RELEASED PARTIES.
Information About Arbitration. INFORMATION ON AAA AND HOW TO START ARBITRATION CAN BE FOUND AT WWW.ADR.ORG. THERE IS NO JUDGE OR JURY IN ARBITRATION. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT AND REVIEW BY A COURT IS LIMITED. YOU WILL NOT BE ABLE TO HAVE A COURT OR JURY TRIAL OR PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. YOU UNDERSTAND AND AGREE THAT BY AGREEING TO RESOLVE ANY DISPUTE THROUGH INDIVIDUAL ARBITRATION, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.
Challenges to Validity of Agreement to Arbitrate. YOU AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (i.e., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION IN THE APPLICABLE AGREEMENTS TO THE CONTRARY, IF THE CLASS ACTION WAIVER ABOVE IS DEEMED INVALED OR UNENFORCEABLE, YOU AGREE THE YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS.
Opt-Out of Agreement to Arbitrate. IF YOU WISH TO OPT OUT OF THE AGREEMENT TO ARBITRATE, WITHIN 45 DAYS OF SEPTEMBER 20, 2022 OR THE DATE WHEN YOU FIRST ACCESS OR USE OUR WEBSITE, WHICHEVER IS LATER, YOU MUST SEND US A LETTER STATING: “REQUEST TO OPT OUT OF AGREEMENT TO ARBITRATE” TO:
QUARTER MACHINE INC.
℅ Tim Nielsen
377 North Marshal Way, Suite 2
Layton, UT 84041
QUARTER MACHINE INC.
℅ Tim Nielsen
377 North Marshal Way, Suite 2
Layton, UT 84041
Venue for Litigation. IF THE AGREEMENT TO ARBITRATE IS FOUND UNENFORCEABLE OR TO NOT APPLY FOR A GIVEN DISPUTE, OR IF YOU OPT-OUT OF THE AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 9.5, THEN THE PROCEEDINGS MUST BE BROUGHT EXCLUSIVELY IN THE SATE AND FEDERAL COURTS COVERING SALT LAKE CITY, UTAH, AS APPROPRIATE, AND YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF EACH OF THESE COURTS FOR PURPOSES OF LITIGATING SUCH CLAIMS OR DISPUTES, AND YOU STILL WAIVE YOUR RIGHT TO A JURY TRIAL, WAIVE YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION AND REMAIN BOUND BY ANY AND ALL LIMITATIONS OF LIABILITY AND DAMAGES INCLUDED IN THE APPLICABLE AGREEMENTS.
Time to Bring Claim. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENTS, YOUR ACCESS TO OR USE OF OUR WEBSITE, OR YOUR DEALINGS WITH THE RELEASED PARTIES MUST BE COMMENCED IN ARBITRATION OR LITIGATION (AS APPLICABLE) WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT TWO (2) YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIMS IS PERMANENTLY BARRED. SOME JURISDICTIONS NO NOT ALLOW TIME LIMITATIONS OTHER THAN THOSE SET FORTH IN STATE’S STATUTE OF LIMITATIONS. IN SUCH CASES, THE APPLICABLE STATUTE OF LIMITATIONS PROVIDED FOR UNDER THE LAWS OF SUCH STATE SHALL APPLY.
Prevailing Party. IN ANY ARBITRATION PROCEEDING OR LITIGATION (AS APPLICABLE) BETWEEN YOU AND THE RELEASED PARTIES IN CONNECTION WITH ANY OF THE AGREEMENTS, YOUR ACCESS TO OR USE OF OUR WEBSITE, OR YOUR DEALINGS WITH THE RELEASED PARTIES, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES AND COSTS IN SUCH ARBITRATION OR LITIGATION (AS APPLICABLE) FROM THE OTHER PARTY.
10. ADDITIONAL TERMS
Governing law. These terms are governed by the laws of the state of Utah, without giving effect to any principles of conflicts of laws.
Electronic Communications. The communications between you and Quarter Machine use electronic means, whether you access or use our Website or send us emails, or whether we post notices on our Website or communicate with you via email or other electronic means. For contractual purposes, you: (1) consent to receive communications from us in electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically, including, but not limited to, the Rules, satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
Tax Obligations. Uncertainty in the treatment of taxes related to digital assets may expose you to future or unknown tax obligations. It is your sole responsibility to determine what taxes, if any, arise from your use of our services. Further, you are solely responsible for reporting and paying any applicable taxes. Except to the extent that we are required by applicable law, we will not determine whether, or to what extent, you are liable for taxes, report them, or withhold them.
Legality. The regulatory status of digital assets is currently unsettled, varies among jurisdictions, and is subject to significant uncertainty. It is possible that now or in the future, certain laws, regulations, policies, or rules relating to digital assets, blockchain technology, or blockchain applications may exist or may be implemented that directly or indirectly affect or restrict the services that we provide to you. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF OUR SERVICES AND ANY OF OUR RELATED SERVICES IS LEGAL IN YOUR JURISDICTION AND YOU SHALL NOT USE THEM SHOULD SUCH USE BE ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.
Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, without limitation, any warranty disclaimers set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Terms shall continue in effect.
Waivers. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.
Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Assignment. We reserve the right to transfer, assign, sublicense or pledge these Terms, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense, or otherwise transfer in any manner whatsoever any of your rights or obligations under these Terms.
Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.
Support. If you have any questions or concerns about our Website or these Terms, please email us at firstname.lastname@example.org
Asset Safety. Purchasers of any Quarter Machine NFT (also referred to herein as an “NFT” or the “Art”) are solely responsible for the safety and the management of their own private assets, which include but are not limited to Ethereum Wallets, and validating all transactions and contracts generated by this website prior to, and after, purchases. Users certify through purchase that they understand that, as the Quarter Machine smart contract presently runs on the Ethereum Network and is bound by their system and terms, there is no ability to undo, reverse, or restore any transactions. ANY CONNECTED SERVICES, INCLUDING THIS WEBSITE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. Use of this website constitutes your agreement that you are accepting sole responsibility for any and all transactions involving Quarter Machine NFTs.
Counterfeits Prohibited. Quarter Machine prohibits the sale or promotion of counterfeit NFTs or NFT collections. Counterfeit NFTs or collections contain art that is identical to, or substantially indistinguishable from, the original Quarter Machine collection, including: NFTs which are, or which are described as, knock off, replica, imitation, clone, faux, fake, mirror image, or similar terms when referring to an NFT or NFT collection in an attempt to pass themselves off as genuine Quarter Machine NFTs or other works or creations. Non-genuine products that replicate, mimic Quarter Machine NFT features or proprietary traits in an attempt to pass themselves off as genuine Quarter Machine NFTs or other works or creations. Nothing in this section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of Quarter Machine NFTs generally, provided that the marketplace cryptographically verifies each Quarter Machine owner's right to display the Art of their Quarter Machine NFT to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Quarter Machine generally, provided that the third party website or application cryptographically verifies each Quarter Machine owner's rights to display the Art for their Quarter Machine NFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Quarter Machine NFT leaves the website/application; or (iii) earning revenue from any of the foregoing.
Quarter Machine NFTs are NOT Investment Vehicles. Quarter Machine NFTs are collectible digital art pieces that also function as fun, digital collectables for you to collect. They were created as art pieces intended for people to enjoy by collecting, not as a financial instrument. Quarter Machine makes absolutely no promises or guarantees regarding the value or liquidity of any Quarter Machine NFTs.