Terms of Use - Collective Strangers LLC

We have updated our Terms and Conditions effective June 13, 2022. We’ve adjusted our terms to account for our new Collective Strangers Photography NFT collection. 


Collective Strangers LLC (“Collective Strangers,” “we,” “us,” or “our”) provides its services (described below) and related content to you (“you” or “User”) through its website and platform located at www.collectivestrangers.xyz (the “Site”), subject to these Terms of Use (as amended from time to time, the “Terms”). The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Site are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you. These terms govern your access to and use of this Site, as well as all content, functionality, and services offered on or through the Site, including Perks (as defined below) (collectively, the “Services”), and Collective Stranger NFTs. By connecting your cryptocurrency wallet (e.g., MetaMask or Coinbase or Rainbow or WalletConnect) to the Services, or otherwise using or accessing the Services, Perks or any Collective Strangers NFTs, you acknowledge that you have read and agree to these Terms.


By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site.


PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COLLECTIVE STRANGERS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.


We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Site user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use.


1. SMART CONTRACT ENABLED

Collective Strangers NFT is a non-fungible Ethereum-based token that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Collective Stranger NFTs are outside of the control of any one party, including Collective Strangers, and are subject to many risks and uncertainties. Collective Strangers neither owns nor controls MetaMask, Coinbase Wallet, Rainbow Wallet, WalletConnect, the Ethereum network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell Collective Strangers NFTs (“Transaction”), and that, except with respect to transferring control of Collective Strangers NFT to the initial purchaser through the Services (“Initial Purchaser”), Collective Strangers has no responsibility with respect to any Transaction. Collective Strangers will not be liable for the acts or omissions of any third parties, nor will Collective Strangers be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of the Collective Strangers NFT to the Initial Purchaser, Collective Strangers has no control over the transfer, storage, ownership or maintenance of the Collective Strangers NFT.


2. CHANGES TO THE SERVICES

Collective Strangers reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Collective Strangers will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, including in relation to any Collective Strangers NFT.


3. Collective Strangers Benefits

A Collector (as defined below) of a Collective Strangers NFT may receive special perks, experience, or opportunities as determined by Collective Strangers in its sole discretion (“Perks”) for a period of three (3) years after the Collective Strangers NFTs are first made available for sale (i.e., dropped) by Collective Strangers. Collective Strangers does not make any representation or guarantee that any Collector will receive any benefits or achieve any particular outcome as a result of owning any Collective Strangers NFT. Collective Strangers reserves the right, at its sole discretion, to restrict, limit, or deny any benefits to any Collector, including to limit the period of time when a benefit is available, for any reason, at any time. Benefits are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and Collective Strangers makes no recommendation and provides no investment advice in connection with any benefits or otherwise as a result of holding or owning the Collective Strangers NFT.



4. CONNECTING YOUR WALLET

In order to access and use the Services, including engaging in a Transaction on the Services, you must connect your account to your digital wallet supported on MetaMask, WalletConnect, Coinbase Wallet, Rainbow Wallet or other wallet extensions or gateways as allowed on the Services. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. 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, 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 Collective Strangers 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). Collective Strangers is not responsible for managing and maintaining the security of your cryptocurrency wallet. Collective Strangers has no responsibility or liability to you for any unauthorized access to or use of your cryptocurrency wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to the Services, please notify us immediately.


5. SALE OF COLLECTIVE STRANGERS NFT

When each Collective Strangers NFT is sold for the first time, the agreement for sale is between Collective Strangers and the Initial Purchaser. If the Initial Purchaser decides to sell a Collective Strangers NFT (“Secondary Sale”), then Collective Strangers is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.


If you or any owner of a Collective Strangers NFT (“Collector”) sells or transfers a Collective Strangers NFT to another collector, (a) then you, as Collector, represents and warrants that you will notify the subsequent collector of these Terms and require the subsequent collector to comply with these Terms, (b) the Collector License (as defined below) as set forth herein will automatically transfer to such subsequent collector, and such other collector will be deemed the “Collector” (for purposes of suchCollective Strangers NFT and the Collector License to the underlying NFT IP (as defined below)) and will be subject to these Terms, and (c) you, as the seller or transferor of such Collective Strangers NFT, will cease to have any further rights to such Collective Strangers NFT or underlying NFT IP.


By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a Collective Strangers NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize Collective Strangers to automatically charge and collect such fees from your payment instrument or wallet. If you are an Initial Purchaser, then all amounts due are to be paid to Collective Strangers. If you are not the Initial Purchaser of a Collective Strangers NFT, then amounts may be paid to the seller of such Collective Strangers NFT.


You acknowledge and agree that Collective Strangers receives 7.5% of every Secondary Sale of a Collective Strangers NFT (“Royalty”). Collective Strangers has the right to collect Royalties for Collective Strangers sales in perpetuity. As such, if you sell a Collective Strangers NFT on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: “7.5% Royalty Applies. 


No refunds are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law.


6. TAXES

You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services, Perks or Collective Strangers NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a Collective Strangers NFT).


7. COLLECTIVE STRANGERS INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Collective Strangers, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.


Collective Strangers' name and logos are trademarks and service marks of Collective Strangers (collectively the “Collective Strangers Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Collective Strangers. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Collective Strangers Trademarks displayed on the Services, without Collective Strangers's prior written consent in each instance. All goodwill generated from the use of Collective Strangers Trademarks will take effect to our exclusive benefit.


8. COLLECTOR INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that Collective Strangers (or, as applicable, its licensors) owns all legal rights, title and interest in all intellectual property rights of the content underlying Collective Strangers NFTs (“NFT IP”), including but not limited to copyrights and trademarks in the NFT IP. As the copyright owner, Collective Strangers has the exclusive right to reproduce, prepare derivatives of, distribute, display, perform and otherwise exercise and exploit the NFT IP, subject to Collector Licenses.


You acknowledge and agree that the individual photographers that developed or produced photographs in service of the Collective Strangers project own the legal rights, title and interest in their respective photographs, including but not limited to the copyrights and trademarks of the Collective Strangers Photography NFTs. As the copyright owner, the individual photographers have the non-exclusive right to reproduce, prepare derivatives of, distribute, display, perform and otherwise exercise and exploit the IP. The individual photographers grant Collective Strangers a license to utilize the individual photographer’s IP, title, underlying or finalized works produced in service of the Collective Strangers project indefinitely. This license allows Collective Strangers (i): make commercial use of the IP; (ii) share, promote, discuss or comment on such Collective Strangers NFT or NFT IP broadly including but not limited to social media channels, designated third-party platforms, websites, portfolio decks and other modes of printed and digital communication; (iii) display such NFT on a third party marketplace, exchange, platform or application in association with a Transaction of the Collective Strangers NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). 


Subject to continued compliance with these Terms, Collective Strangers and the individual photographers grant Collectors a limited, worldwide, non-assignable and non-transferable (except as part of a Secondary Sale), non-sublicensable, royalty-free license to display the NFT IP solely for the Collector's non-commercial purposes (except as expressly permitted herein), including the right to display such NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Collector's purchase of, ownership of, or interest in such Collective Strangers NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Collective Strangers NFT or NFT IP; (iii) on third party marketplaces, exchanges, platforms, or applications in association with a Transaction of the Collective Strangers NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). While the Collector has the right to sell, trade, transfer, or use their Collective Strangers NFT, the Collector may not make commercial use of the NFT IP.


9.. No Investment Advice; Investment Risks

The information on this Site and any information provided in connection with the Services or Perks are provided to Collective Strangers NFT owners only and for information only and do not constitute, and should not be construed as, investment advice or a recommendation to buy, sell, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any investment activity with respect to any digital asset.


The information on this Site and any information provided in connection with the Services or Benefits provided to Collective Strangers NFT owners are provided solely on the basis that you will make your own investment decisions, and Collective Strangers does not take account of any person's investment objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Perks provided to Collective Strangers NFT owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional investment advice before making any investment decision. Any investment decision that you make should be based on an assessment of your risks in consultation with your investment adviser.


The digital assets about which information is provided on the Site and any information provided in connection with the Services or Perks provided to Collective Strangers NFT owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, any information provided in connection with the Services or Perks provided to Collective Strangers NFT owners or to which you may independently have access.


There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.


THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR PERKS FOR COLLECTIVE STRANGERS NFT OWNERS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.


10. RESTRICTIONS

You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without the Collective Strangers' express prior written consent in each case:


interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other Users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;

violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;

obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;

use the Services or any Collective Strangers NFT or NFT IP to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein;

use the Services or any Collective Strangers NFT or NFT IP to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism; or

use the Services or any Collective Strangers NFT or NFT IP to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.


11. PRIVACY

Our Privacy Policy is a part of these Terms. Please review the Privacy Policy, which also governs the Services and informs Users of our data collection practices.


12. RISKS

Please note the following risks in accessing, purchasing, selling or using Collective Strangers NFTs: The price and liquidity of blockchain assets, including Collective Strangers NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affectCollective Strangers NFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Collective Strangers NFTs. Collective Strangers NFTs are not legal tender and are not backed by any government. Transactions of Collective Strangers NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of Collective Strangers NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the Transaction. The value of Collective Strangers NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Collective Strangers NFTs, which may result in the potential for permanent and total loss of value of a particular Collective Strangers NFT.


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 Collective Strangers NFTs, including the suitability and appropriateness of, and investment strategies for, Collective Strangers NFTs. You agree and understand that you access and use the Services, Collective Strangers NFTs, NFT IP, and Benefits at your own risk; however, this brief statement does not disclose all of the risks associated with Collective Strangers NFTs and other digital assets. You agree and understand that Collective Strangers will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Collective Strangers NFTs, however caused.


13. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES, COLLECTIVE STRANGER NFTs, NFT IP AND BENEFITS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY COLLECTIVE STRANGERS, THE SERVICES, BENEFITS, SERVICES CONTENT, AND ANY AND ALL COLLECTIVE STRANGERS NFTs AND NFT IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.


Collective Strangers AND ITS affiliates and their respective officers, employees, representatives, directors and agents (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, COLLECTIVE STRANGER NFTs, NFT IP OR PERKS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, COLLECTIVE STRANGER NFTs, NFT IP OR PERKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, COLLECTIVE STRANGER NFTs, NFT IP OR PERKS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, COLLECTIVE STRANGER NFTs, NFT IP OR PERKS, OR ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, COLLECTIVE STRANGER NFTs OR PERKS WILL MEET YOUR EXPECTATIONS.


COLLECTIVE STRANGER AND ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES, COLLECTIVE STRANGER NFTs, NFT IP OR PERKS. COLLECTIVE STRANGERS DOES NOT REPRESENT OR WARRANT THAT SERVICES CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.


COLLECTIVE STRANGER NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT COLLECTIVE STRANGER CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY COLLECTIVE STRANGER NFT.


14. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COLLECTIVE STRANGER OR ITS REPRESENTATIVES 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 SITE, THE SERVICES, SERVICES CONTENT, COLLECTIVE STRANGER NFTs, NFT IP, PERKS OR THIRD PARTY SITES 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 THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, THE SERVICES, SERVICES CONTENT, COLLECTIVE STRANGER NFT, NFT IP, PERKS OR THIRD PARTY SITES 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 COLLECTIVE STRANGER OR ANY OF ITS REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, THE SERVICES, SERVICES CONTENT, COLLECTIVE STRANGER NFT, NFT IP OR PERKS EXCEED $100.


SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, PROOF COLLECTIVE NFTs, NFT IP OR PERKS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.


IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.


15. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless COLLECTIVE STRANGER and its Representatives (collectively, the “Indemnitees”), 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 Site, the Services, Services Content, COLLECTIVE STRANGER NFTs, NFT IP or Perks, (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another User. You agree to promptly notify COLLECTIVE STRANGER of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense 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.


16. TERMINATION RIGHTS

You agree that COLLECTIVE STRANGER, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services or Perks and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if COLLECTIVE STRANGER believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services or Perks may be referred to appropriate law enforcement authorities. COLLECTIVE STRANGER may also in its sole discretion and at any time discontinue providing the Services or Perks, or any part thereof, with or without notice. You agree that any termination of your access to the Services or Perks under any provision of these Terms may be effected without prior notice, and acknowledge and agree that COLLECTIVE STRANGER may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services or Perks. Further, you agree that COLLECTIVE STRANGER will not be liable to you or any third party for any termination of your access to the Services or Perks.


17. DISPUTES WITH OTHER USERS OR COLLECTORS

You agree that you are solely responsible for your interactions with any other Users and Collectors in connection with the Services, COLLECTIVE STRANGER NFTs and Perks, and COLLECTIVE STRANGER will have no liability or responsibility with respect thereto. COLLECTIVE STRANGER reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User or Collector.


18. ARBITRATION


Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.


Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations

Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to these Terms or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference or by telephone to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.


Governing Law

These Terms will be governed by the laws of the State of California, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in Los Angeles County, California, except as described in the agreement to arbitrate below or as otherwise mutually agreed by the parties.


Agreement to Arbitrate

Except as provided below, you and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration on an individual basis. Class actions and class arbitrations are not allowed. You may bring a claim only on behalf of yourself and cannot seek relief that would affect other users of our services. If there is a final judicial ruling that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with these Terms, then only that particular claim or request for relief may be brought in court. All other claims (or requests for relief) remain subject to this provision. Questions of arbitrability—i.e., whether a particular claim is subject to arbitration—shall be resolved in arbitration.


Instead of commencing an arbitration, you or we may also bring claims in your local “small claims” court if the rules applicable to that court allow it. Otherwise, the claims must be resolved by binding, individual arbitration.


If you are in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. If you are outside of the United States, the arbitration will be conducted by the International Centre for Dispute Resolution in accordance with its International Expedited Procedures. The arbitration will be decided by a sole arbitrator. The arbitrator will have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The costs and fees of arbitration shall be allocated in accordance with the arbitration provider's rules, including rules regarding frivolous or improper claims.


You and we expressly waive a trial by jury.


The arbitration will be governed by the Federal Arbitration Act. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.


19. SEVERABILITY

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.


20. ASSIGNABILITY

You may not assign the Terms without the prior written consent of Collective Strangers, but Collective Strangers may assign or transfer these Terms, in whole or in part, without restriction.


21. GOVERNING LAW

These Terms will be governed by the laws of the State of California, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in Los Angeles County, California, except as described in the agreement to arbitrate below or as otherwise mutually agreed by the parties.


22. MISCELLANEOUS

These Terms constitute the entire agreement between you and Collective Strangers and govern your use of the Services, Collective Strangers NFTs, NFT IP and Perks, superseding any prior agreements between you and Collective Strangers with respect thereto. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of Collective Strangers to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, any Collective Strangers NFT, any Perks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Collective Strangers may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.


23. PHOTOGRAPHY SUBMISSION


By submitting a photo to be included in the Collective Strangers photography NFT collection, you agree to the terms and conditions laid out in Terms. You acknowledge and agree that Collective Strangers has non-exclusive rights to each photo submitted to be used for promotional and marketing purposes, such as but not limited to social media marketing, print advertising, out of home advertising, etc. Each photographer will retain commercial rights to their submitted photographs. 


Subject to continued compliance with these Terms, Collective Strangers grants Collector a limited, worldwide, non-assignable and non-transferable (except as part of a Secondary Sale), non-sublicensable, royalty-free license to display the NFT IP solely for the Collector's non-commercial purposes (except as expressly permitted herein), including the right to display such NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Collector's purchase of, ownership of, or interest in such Collective Strangers Photography NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Collective Strangers Photography NFT or NFT IP; (iii) on third party marketplaces, exchanges, platforms, or applications in association with a Transaction of the Collective Strangers Photography NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). While the Collector has the right to sell, trade, transfer, or use their Collective Strangers Photography NFT, the Collector may not make commercial use of the NFT IP.


Except as expressly authorized by Collective Strangers, Collectors agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.