Terms Of Use
1. THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR
RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND
EXCLUSIONS THAT MIGHT APPLY TO YOU WITH RESPECT TO YOUR PURCHASE,
SALE, AND DISPLAY OF DIGITAL ASSETS (WHERE DIGITAL ASSET REFERS TO A
PURELY DIGITAL ASSET MADE AVAILABLE ON THE WEBSITE WHICH INCLUDES
3D AVATARS, NFTS AND ANY DIGITAL REPRESENTATION OF A PHYSICAL ASSET)
OFFERED THROUGH THIS WEBSITE AND ITS USE,
http://www.crossmetaverseavatars.com/ (the “Website”). The following
summary is intended to provide you with an overview of important legal
provisions contained in this document that are described in more detail in
the sections below.
2. THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER
THAN JURY TRIALS OR CLASS ACTIONS. By agreeing to these Terms, you agree
to resolve all disputes through binding individual arbitration, which means
that you waive any right to have the dispute decided by a judge or jury, and
you waive any right to participate in collective action, whether that be a
class action, class arbitration, or representative action. You have the ability
to opt out of this arbitration clause by sending us notice of your intent to do
so within thirty (30) days of your initial agreement to these Terms.
3. BY USING THE WEBSITE TO PURCHASE DIGITAL ASSETS AND CREATE DIGITAL
AVATARS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS
AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND
CONDITIONS.
4. YOU MAY NOT MAKE ANY PURCHASE, OR OTHERWISE MAKE USE OF THE
SERVICES AVAILABLE ON THIS WEBSITE IF YOU:
a. DO NOT AGREE TO THESE TERMS, OUR WEBSITE TERMS OF USE, AND
PRIVACY POLICY;
b. ARE NOT THE OLDER OF
c. AT LEAST 18 YEARS OF AGE OR
d. THE LEGAL AGE TO FORM A BINDING CONTRACT WITH CrossMetaverse Avatars LLC (“Company,” “we,” or “us”) and its
assignees; OR,
e. ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY
OF THIS WEBSITE’S CONTENTS, OR OTHER GOODS OR SERVICES BY
APPLICABLE LAW.
5. These Terms and Conditions (“Terms”) apply to your purchase, sale, and
display of digital assets through the Website and use of any other services
made available through the Website. These Terms are an integral part of the
Website and, together with our privacy policy, and any other document
referenced herein, govern your access to and use of this Website and your
purchases of digital assets and other goods on or through the Website. We
reserve the right to change or modify these Terms at any time and in our sole
discretion. Any changes to the Terms will be in effect as of the “Last Updated
Date” that may be referenced on the Website. You should review these
Terms prior to purchasing any product or services that are available through
this Website. Your continued use of this Website after the “Last Updated
Date” will constitute your acceptance of and agreement to such changes.
6. When each digital asset is sold or created by you for the first time, the
agreement for sale is between the Company and the initial
purchaser/creator. We are not party to any agreement between any users.
You bear full responsibility for verifying the identity, legitimacy, and
authenticity of digital assets that you purchase from third-party sellers using
the Website and we make no claims about the identity, legitimacy,
functionality, or authenticity of users or digital assets (and any content
associated with such digital assets) visible on the Website.
7. ALL TRANSACTIONS INITIATED THROUGH OUR SERVICE ARE FACILITATED AND
RUN BY 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.
8. When you link your cryptocurrency wallet, you understand and agree that
you are solely responsible for maintaining the security of your wallet and your
control over any wallet-related authentication credentials, private or public
cryptocurrency keys, and any and all digital assets, non-fungible tokens or
cryptocurrencies that are stored in or are accessible through your wallet.
Any unauthorized access to your cryptocurrency wallet by third parties
could result in the loss or theft of digital assets and/or NFTs and/or funds held
in your wallet and any associated wallets, including any linked financial
information such as bank account/s or credit card/s. We are not responsible
for managing and maintaining the security of your cryptocurrency wallet
nor for any unauthorized access to or use of your cryptocurrency wallet.
9. The Marketplace (The marketplace is available at
http://www.crossmetaverseavatars.com/ and/or via other channels or
addresses) allows you to sell, purchase, collect and showcase digital assets.
Such transactions will be governed by, and conducted in accordance with,
the individual sales terms, where applicable, to each such transaction.
10. Once a Buyer (parties looking to purchase digital assets) has registered, they
may purchase digital assets from Sellers (Users looking to sell digital assets) as
set out in the Website on its Marketplace. Any purchase made through the
Marketplace is an offer by the Buyer to purchase a particular digital asset
from the Seller for the purchase price.
11. It is the Buyer’s responsibility to check the purchase details, including the
selected digital asset and purchase price, before making a purchase
through the Marketplace. The Buyer assumes all risk in any risk in the
intellectual property associated with a digital asset purchased through the
Marketplace and should satisfy themselves prior to purchase that the digital
asset offered for sale is genuine and carries the necessary intellectual
property rights connected with any design or mark associated with the
digital asset.
12. By creating, providing, or selling a digital asset through the Marketplace, you
hereby represent and warrant that you own all legal right, title and interest
in all intellectual property rights to any media linked or associated with such
digital asset, or you are legally authorized by the intellectual property owner
to create, provide or sell the digital asset on the Marketplace.
13. When the Buyer selects a digital asset to purchase and pays the purchase
price on the Marketplace, the offer is deemed accepted by the Seller and
results in a separate binding agreement between the Buyer and Seller for
the supply of the digital asset in accordance with these Terms. Once the
payment by the Buyer has been validated, the digital asset will appear in
the Buyer’s account almost instantly, but may be delayed due to factors
beyond our control, including Force Majeure events and delays caused by
third party inputs.
14. Title to digital assets will remain with the Seller until the Buyer has paid the
Purchase Price in full in accordance with the Terms. From the time the order
is placed until title in the digital asset passes, the Buyer must not do anything
which seeks to create an encumbrance, lien, charge, or other interest over
the digital asset.
15. Risk in the digital asset will pass to the Buyer as soon as it appears in their
account. Once risk in the digital asset passes, the Buyer will be solely
responsible for it.
16. Upon the acceptance of a Buyer’s offer, the total sale price for the
purchased digital asset (along with all applicable taxes and fees) shall be
payable by the relevant Buyer in the relevant fiat currency or
cryptocurrency as set forth by the Seller. Any payments or financial
transactions that you engage in on the Marketplace:
a. in respect of fiat currency (where applicable), will be intermediary
authorised third-party payment services providers in accordance
with their applicable terms of use; or
b. in respect of cryptocurrency, will be conducted solely through the
respective blockchain network.
17. In either case, we have no control over these payments or transactions, nor
do we have the ability to reverse any payments or transactions. We have no
liability 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
Marketplace, or any other payment or transactions that you conduct via
the blockchain network.
18. PAYMENTS
a. We make available the Marketplace but we do not process
payment for orders on behalf of Sellers as the agent of the Seller.
b. Buyers agree to pay the purchase price at the time of purchase
of digital asset.
c. Buyers must pay the purchase price using either a fiat currency or
cryptocurrency. Buyers must ensure that their linked wallet has
sufficient funds to pay the purchase price.
d. Buyers must not pay, or attempt to pay, the purchase price by
fraudulent or unlawful means. In the absence of fraud or mistake,
all payments made are final.
e. Each Seller agrees that if we receive full payment of the purchase
price from a Buyer, it will constitute payment to the Seller for the
digital asset and the Buyer’s payment obligation to the Seller will
be deemed completed at that time and the Seller will have no
further claims against the Buyer with respect to that payment.
f. Every transaction on the Marketplace requires the payment of a
transaction fee (each, a “Transaction Fee”). Except as otherwise
expressly stated in these Terms and/or the Sales Terms, you will be
solely responsible to pay any Transaction Fee for any transaction
entered into via the Marketplace. .
g. By buying and selling digital assets on the Marketplace, you agree
to pay all applicable fees, including transaction fees, as stipulated
on the checkout screen and at the time of your payment,
authorise us to automatically deduct any such fees directly from
payments to you and/or add fees to your payments where
applicable.
h. Approved Networks charge network fees. These fees are often
required to cover the transaction costs on virtual currency
networks and may apply to the purchase transactions. Unless
indicated otherwise in your account or elsewhere in the Terms of
the Marketplace, you are solely responsible for paying all network
fees. We will not advance nor fund network fees on your behalf,
nor be responsible should the network fee paid be insufficient or
excessive. Your account and wallet from which you wish to send
must hold sufficient funds to cover the transaction and its
associated network fees, failing which the transaction may be
blocked, might fail or result in your account being suspended
temporarily or forever.
i. Any user demanding settlement through one of the third party
payment processors agrees thereby for the payment to be made
through websites covering the payment systems and states that
he/she has read and accepted the terms and conditions
available on such websites. To the extent permitted by law, we
shall not be liable against the users for any problems related to
payments for which the owners of such sites are responsible, in
particular for any delays in processing payments or inability to
process them for technical reasons. In such case the user shall
contact the applicable payment processor’s site in accordance
with that website’s terms and conditions.
j. You agree that you are solely responsible for
- determining what, if any, taxes apply to your digital asset transactions on the Marketplace and/or the relevant platform and
- paying any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of, and transactions conducted on, the Marketplace and/or the relevant platform. Neither us nor our affiliates or employees are responsible for determining the taxes that may apply to your digital asset/s transactions.
Except for corporate income taxes levied on us where applicable,
you:
- will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and
- will not be entitled to deduct the amount of any such Taxes from payments (including servicing fees) made to us pursuant to these Terms [or the Sales Terms].
k. lf we determine a Buyer should be refunded the purchase price in
accordance with the clause addressing Refunds in these Terms,
we have the right to refuse to pay the net sales proceeds to the
Seller. The Seller acknowledges that we may set off any amounts
the Seller owes to us from time to time against any amounts we
owe to the Seller.
l. Users agree that we may refuse to process any payment if we
believe that a transaction is fraudulent, invalid, suspicious, or
breaches applicable law or these Terms.
m. The Payments clause will survive the termination or expiry of these
Terms.
19. REFUNDS
a. Buyers are not entitled to return digital assets or receive a refund
for change of mind or other circumstances.
b. Certain legislation and consumer protection laws and regulations
(“Regulations”), may confer users’ with rights, warranties,
guarantees and remedies relating to the provision of the
Marketplace by us to users which cannot be excluded, restricted
or modified (“Statutory Rights”).
c. Nothing in these Terms excludes that user’s Statutory Rights as a
consumer under the Regulations. Users agree that our liability for
the Marketplace provided to an entity defined as a consumer
under the Regulations is governed solely by the Regulations and
these Terms.
d. Subject to your Statutory Rights, we exclude all express and
implied warranties, and all material, work and services (including
the Marketplace) are provided to users without warranties of any
kind, either express or implied, whether in statute, at law or on any
other basis.
e. The Refunds clause will survive the termination or expiry of these
Terms.
20. You acknowledge and agree to the collection, use, and disclosure of your
personal information in accordance with our Privacy Policy.
21. You agree and understand that we may modify part or all of this Website or
the services without notice, and that we may update these Terms and any
other document incorporated by reference therein at any time.
22. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE
COMPANY, THE WEBSITE AND ANY WEBSITE CONTENT CONTAINED THEREIN,
AND ANY AND ALL DIGITAL ASSETS LISTED THEREIN ARE PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF
ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY (AND ITS SUPPLIERS)
MAKE NO WARRANTY THAT THE WEBSITE
a. WILL MEET YOUR REQUIREMENTS;
b. BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERRORFREE BASIS; OR,
c. 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
NFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS
ARISING FROM USER ERROR SUCH AS FORGOTTEN PASSWORDS,
INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES;
SERVER FAILURE OR DATA LOSS; CORRUPTED WALLET FILES; UNAUTHORIZED
ACCESS TO APPLICATIONS; OR, ANY UNAUTHORIZED THIRD PARTY ACTIVITIES,
INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE
FORCING, OR OTHER MEANS OF ATTACK AGAINST THE WEBSITE OR DIGITAL
ASSETS.
DIGITAL ASSETS ARE INTANGIBLE. THEY EXIST ONLY BY VIRTUE OF THE
OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY
TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET
OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN
PLATFORM. WE DO NOT GUARANTEE THAT THE COMPANY OR ANY
COMPANY PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY
DIGITAL ASSET.
We are not responsible for sustained casualties due to vulnerability or any
kind of failure, abnormal behaviour of software (e.g., wallet, smart contract),
blockchains, or any other features of the digital asset. Cross-Metaverse
Avatars LLC and its assignees/affiliates and its and their respective owners,
officers, directors, and employees are not responsible for casualties due to
late reports by developers or representatives (or no report at all) of any issues
with the blockchain supporting digital assets including forks, technical node
issues, or any other issues having fund losses as a result.
Nothing in these Terms shall exclude or limit the liability of either party for
fraud, death, or bodily injury caused by negligence, violation of laws, or any
other activity that cannot be limited or excluded by legitimate means.
23. Please note that accessing, purchasing, or using digital assets entails a
potentially significant degree of risk because of the price and liquidity of
blockchain assets. As such, by purchasing a digital asset, you accept and
acknowledge the following risks:
a. The prices of blockchain assets including digital assets are
extremely volatile. Fluctuations in the price of such digital assets
could have a material and adverse effect. We cannot guarantee
that any purchasers of digital asset will not lose money.
b. You are solely responsible for determining what, if any, taxes apply
to your digital asset transactions. Neither the Company nor any
other Company party is responsible for determining the taxes that
apply to digital asset transactions.
c. 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 the Company will not be responsible for any
communication failures, disruptions, errors, distortions or delays
you may experience when using the digital assets, however,
caused.
d. 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 digital assets.
e. The regulatory regime governing blockchain technologies,
cryptocurrencies, and tokens is uncertain, and new regulations or
policies may materially adversely affect the development of the
Website and the utility of digital assets.
f. The Website may rely on third-party platforms to perform the
transactions for the sale of digital 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 lose market
share or falls out of favour or is unavailable for a prolonged period
of time, access to and use of the Website will suffer.
24. Digital assets are not legal tender in many jurisdictions and may not be
backed by any government. Transactions in digital asset based on the
blockchain may be irreversible, and, accordingly, losses due to fraudulent
or accidental transactions may not be recoverable. Some transactions in
digital assets 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. The value of digital assets may be derived from the continued
willingness of market participants to exchange fiat currency for digital assets,
which may result in the potential for a permanent and total loss of value of
a particular digital asset should the market for that digital asset disappear.
25. You agree and understand that you are solely responsible for determining
the nature, potential value, suitability, and appropriateness of these risks for
yourself, and that we do not give advice or recommendations regarding
digital assets, including the suitability and appropriateness of, and
investment strategies for, digital assets. You agree and understand that you
access and use this Website at your own risk; however, this brief statement
does not disclose all of the risks associated with blockchain transactions and
digital assets.
26. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY
BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES ARISING FROM THESE TERMS, THE WEBSITE, WEBSITE CONTENT, THE
SERVICES OR THIRD-PARTY WEBSITES AND PRODUCTS, OR FOR ANY DAMAGES
RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR
ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA,
WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF
CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE
COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACCESS TO, AND USE OF, THE WEBSITE, WEBSITE CONTENT, THE SERVICES OR
THIRD-PARTY WEBSITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND
RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING
THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO
EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY
ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS
TO AND USE OF THE WEBSITE, WEBSITE CONTENT, DIGITAL ASSETS, OR ANY
SERVICES PURCHASED ON THE WEBSITE EXCEED THE GREATER OF THE
AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE SERVICES IN THE LAST
THREE MONTHS OUT OF WHICH LIABILITY AROSE.
27. To the fullest extent permitted by applicable law, you agree to indemnify,
defend and hold harmless Cross-Metaverse Avatars LLC and its
assignees/affiliates, and our respective past, present and future employees,
officers, directors, contractors, consultants, equity holders, suppliers,
vendors, service providers, parent companies, subsidiaries, affiliates, agents,
representatives, predecessors, successors and assigns (individually and
collectively, the “Company Parties”), from and against all actual or alleged
third party claims, damages, awards, judgments, losses, liabilities,
obligations, penalties, interest, fees, expenses (including, without limitation,
attorneys’ fees and expenses) and costs (including, without limitation, court
costs, costs of settlement and costs of pursuing indemnification and
insurance), of every kind and nature whatsoever, whether known or
unknown, foreseen or unforeseen, matured or unmatured, or suspected or
unsuspected, in law or equity, whether in tort, contract or otherwise
(collectively, “Claims”), including, but not limited to, damages to property
or personal injury, that are caused by, arise out of or are related to:
a. your use or misuse of the digital assets;
b. your violation of these Terms;
c. your violation of the rights of a third party, including another user;
and,
d. your failure to pay any Taxes or Sales Taxes in connection with your
transactions on this Website or to provide us with a properly
executed tax form described in Section 18. You agree to promptly
notify us of any third-party Claims and cooperate with the
Company Parties in defending such Claims. You further agree that
the Company Parties shall have control of the defence or
settlement 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 US.
28. All matters relating to the Website and these Terms, and any dispute or claim
arising therefrom or related thereto (in each case, including noncontractual disputes or claims), shall be governed by and construed in
accordance with the internal laws of the State of Wyoming, U.S.A., without
giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of, or related to, these Terms
or the Website shall be instituted exclusively in the courts of Wyoming, U.S.A.,
although we retain the right to bring any suit, action, or proceeding against
you for breach of these Terms in your country of residence or any other
relevant country. You waive any and all objections to the exercise of
jurisdiction over you by such courts and to venue in such courts.
29. When you communicate with us electronically, such as via e-mail and text
message, you consent to receive communications from us electronically.
Please note that, except as mandated by an applicable statutory law, we
are not obligated to respond to inquiries that we receive. You agree that all
agreements, notices, disclosures, and other communications that we
provide to you electronically satisfy any legal requirement that such
communications be in writing.
30. DISPUTES
a. You agree that any dispute or claim relating in any way to your
access or use of the Website, to any services sold or distributed
through the Website, including digital assets, or to any aspect of
your relationship with Cross-Metaverse Avatars LLC will be resolved
by binding arbitration, rather than in court, except that:
- i. you may assert claims in small claims court if your claims qualify; and,
- ii. you or the Company may seek equitable relief in court, without the requirement to post a bond or other security, for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
c. AAA shall have exclusive authority to:
- i. determine the scope and enforceability of this arbitration agreement and;
- ii. resolve any dispute related to the interpretation, applicability, enforceability or formation of this arbitration agreement including, but not limited to any claim that all or any part of this arbitration agreement is void or voidable.
The arbitration will decide the rights and liabilities, if any, of you
and the Company. The arbitration proceeding will not be
consolidated with any other matters or joined with any other cases
or parties. The arbitrator shall have the authority to award
monetary damages and to grant any non-monetary remedy or
relief available to an individual under applicable rules, and this
Agreement (including this arbitration agreement). The arbitrator
shall issue a written award and statement of decision describing
the essential findings and conclusions on which the award is
based, including the calculation of any damages awarded. The
arbitrator has the same authority to award relief on an individual
basis that a judge in a court of law would have. The award of the
arbitrator is final and binding upon you and us. And you agree that
to the extent monetary or non-monetary remedy or relief is
granted, such request for relief may be enforced as needed by
any court of competent jurisdiction, as laid out in these Terms.
d. Except as provided herein, if any part or parts of this arbitration
agreement are found under the law to be invalid or
unenforceable, then such specific part or parts shall be of no force
and effect and shall be severed and the remainder of the
arbitration agreement shall continue in full force and effect.
31. This agreement will survive the termination of your relationship with the
Company.