BY USING OUR SITE, YOU AGREE TO BE BOUND BY AND TO COMPLY WITH THESE TERMS IN THEIR ENTIRETY. YOU FURTHER AGREE TO RECEIVE REQUIRED NOTICES AND TO TRANSACT WITH US ELECTRONICALLY. BY AGREEING TO THESE TERMS, YOU 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 OR THE TOKENS. OUR SITE IS PROVIDED FOR YOUR PERSONAL, LAWFUL, NON-COMMERCIAL USE ONLY.
WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME. BY CONTINUING TO ACCESS OUR SITE OR CONTINUING TO USE TOKENS, YOU AGREE TO BE BOUND BY THE TERMS OF THESE TERMS IN EFFECT AT THE TIME. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE PROMPTLY LEAVE OUR SITE.
Account Creation And Linking Your Wallet. We may issue Tokens to you through an account on our site and/or provide a wallet or application you may use in connection with your Tokens. You acknowledge and agree that the use of any such account, wallet, or application is subject these Terms in their entirety, and any additional terms we may require you to agree to in advance of using the account, wallet, or application. We may also enable you to use a third-party wallet (e.g., Metamask) in connection with the Tokens and/or our Site. 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 Tokens and/or funds held in your wallet, 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. We are also not responsible for replacing or restoring any lost or stolen Tokens, funds, or other content. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to this Site, please notify us immediately.
To access certain functions and applications on our Site, including receiving Tokens, you may be required to register an account with us or with a third party. All Tokens are stored on and accessible through the Ethereum blockchain or other blockchain. When you connect your cryptocurrency wallet to our Site using a third-party service provider, you accept and agree to be bound and abide by these Terms, the terms of any applicable third-party token marketplace, the terms of the applicable cryptocurrency wallet service provider, and all the terms incorporated herein by reference.
Receiving And Transferring Tokens. By submitting your Ethereum wallet address to the Site, you agree that you are submitting a binding offer to receive Tokens. You agree and understand that submitting your Ethereum wallet address on the Site does not guarantee that you will be able to receive Tokens. You further agree to be subject to any and all lock-up periods or other transfer restrictions imposed on the Tokens by Basic Space.
When you receive, buy, or sell, or otherwise transfer Tokens on this Site or on a third-party exchange or marketplace, or otherwise, you agree to pay all applicable fees, including Ethereum gas fees, associated with the transaction. Without limiting the generality of the foregoing, you agree and understand that you will be unable to transfer Tokens unless you pay all associated Ethereum gas fees required for the transaction, and that we bear no responsibility for paying any such fees on your behalf. No refunds are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law. If you sell or otherwise transfer your Tokens through our Site, then our Site serves only as a facilitator for your transaction, and we are not a party to any agreement between you and the transferee.
We are not liable for the destruction, deletion, modification, impairment, hacking of, or any resulting damage or loss caused to Tokens in any circumstance. Transactions in Tokens may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Tokens 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.
You agree and understand that you access and use this Site and your purchase, sale, and ownership of Tokens are at your own risk; however, this brief statement does not disclose all the risks associated with Tokens. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Tokens.
Using Your Tokens. When you receive Tokens, you are entitled to the benefits specified from time to time by Basic Space, Inc. and its affiliates associated with the different levels of Token ownership, which may include access to in-person or virtual events, drops, and other experiences (“Perks”) related to the goods and services provided through the Basic.Space platform. If your use of Tokens involves attending an in-person event, you are solely responsible for all costs associated with your attendance at the event (including transportation and lodging). Attendance at events is limited and we reserve the right to deny attendance to any person at any time for any or no reason. You agree your purchase of Tokens does not give you any claim, right, title, proprietary or ownership interest in the Perk and Perks do not have any cash, real-world, or intrinsic value. Perks are not eligible for substitution with other goods or services or redeemable for money and do not have any equivalent value in real-world currency. We shall at no time be liable or responsible in any way whatsoever for any loss, injury, or damage caused or arising in connection with your use or redemption of a Perk. We reserve the right to accept, retain, decline, or cancel any event reservation, any feature or component of a Perk, or your use of a Perk at any time and for any reason. In addition, we reserve the right to cancel or modify an event reservation at any time. We may modify, change substitute, replace, suspend, terminate, or cancel, or eliminate any Perk in our sole discretion and without prior notice or liability to you.
Taxes. You acknowledge that you are solely responsible for determining and paying all applicable taxes (“Taxes”), including U.S. federal and applicable state and local taxes, that you may owe as the result of your receiving or transferring Tokens. You represent that you are an individual who is a United States person for U.S. federal income tax purposes (generally, a U.S. citizen or resident alien) and that you reside at an address in a State within the United States. You agree, promptly upon our request, to provide to us a properly executed Internal Revenue Service Form W-9, or any other tax form that we determine is required for us to comply with applicable tax reporting obligations, as a condition of the receipt of Tokens.
Value of Tokens. The price and liquidity of blockchain assets, including Tokens (to the extent we provide for Tokens to be liquidated) and any cryptocurrency used to purchase or otherwise associated with the transfer of Tokens, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Tokens, which may also be subject to significant price volatility. Further, legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Tokens. Tokens are not legal tender and are not backed by any government. The value of Tokens may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Tokens, which may result in the potential for permanent and total loss of value of a Token should the market for that Token disappear. 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 Tokens, including their tax consequences or value. We reserve the right to sell Tokens in the future, to burn tokens, or to impose or remove a cap on the total number of Tokens that can be issued.
Third-Party Websites. We may include hyperlinks to, and your use of Tokens may involve, websites and services controlled by third parties. You agree that we are not responsible or liable for any content or claims or other materials on such third-party sites. You also agree that we are not responsible for any transactions or dealings between you and any third-party, nor are we responsible for any claim or loss due to a third-party site.
General Disclaimers. OUR SITE AND THE TOKENS ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. WE MAKE NO EXPRESS WARRANTIES OR GUARANTEES. TO THE GREATEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT OUR SITE OR THE TOKENS ARE OR WILL BE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT OUR SITE OR THE TOKENS WILL MEET ANY REQUIREMENTS, WILL BE ERROR-FREE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, THAT OUR SITE WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE, OR THAT OUR SITE WILL OPERATE WITHOUT INTERRUPTION. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. Nothing in these Terms shall exclude or limit 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.
Token Disclaimers. TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON A DISTRIBUTED LEDGER. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM OR ANY OTHER BLOCKCHAIN. WE DO NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY TOKEN. WE ARE 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 TOKENS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR THE TOKENS. We are not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g. your wallet OR a Token smart contract), blockchains or any other features of the Tokens. We are not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting Tokens including forks, technical node issues or any other issues having fund losses as a result.
Limitation of Liability. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES, EITHER ACTUAL OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THESE TERMS, OR YOUR USE OR INABILITY TO USE OUR SITE. TO THE EXTENT WE HAVE ANY LIABILITY TO YOU OR TO ANYONE CLAIMING LIABILITY ON YOUR BEHALF FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, ERRORS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA), ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OR INABILITY TO USE SITE, OR ANY PURCHASES MADE ON OR THROUGH OUR SITE, OR YOUR PLACEMENT OF CONTENT ON OUR SITE, OR TO YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH OUR SITE, WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW, EXCEPT ONLY IN THE CASE OF DEATH OR PERSONAL INJURY WHERE AND ONLY TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY SUCH LIABILITY SHALL BE LIMITED TO THE GREATER OF $100 OR THE AMOUNT YOU PAID US IN THE LAST TWELVE MONTHS PRIOR TO WHEN THE LIABILITY AROSE.
Indemnification. You agree to defend, indemnify, and hold harmless us, our affiliates, and third-party developers and partners, including their respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney's fees, that arise from (1) your use or misuse of our Site or the Tokens; (2) your violation of these Terms; (3) your violation of the rights of any third-party, including another user; and (4) your failure to pay any taxes in connection with your transaction this Site or in connection with any transaction of a Token. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Binding Arbitration. Any disputes or claims that you may have against us or our affiliates, third-party developers, or partners will be (except as stated below) finally and exclusively resolved by binding arbitration. Specifically, we each agree that all claims arising out of or relating to these Terms, the parties' relationship with each other and/or your use of the Product shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Comprehensive Arbitration Rules or Streamlined Arbitrations Rules, as appropriate, excluding any rules or procedures governing or permitting class actions.
The above arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the "FAA") shall apply to the interpretation, applicability, enforceability, and formation of these Terms notwithstanding any other choice of law provision contained in these Terms. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including without limitation any claim that all or any part of these Terms is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The JAMS Rules governing the arbitration may be accessed at http://www.jamsadr.com. Your arbitration fees and your share of arbitrator compensation will be governed by the JAMS Comprehensive Arbitration Rules, but will not incorporate the JAMS Class Action Procedures, and, to the extent applicable, the Consumer Minimum Standards, including the then-current limit on arbitration filing fees.
Further, you understand and agree that regardless of the country or state in which you live, arbitration will take place in Los Angeles, California, and the parties irrevocably submit to the personal jurisdiction of said federal or state courts.
30-Day Right to Opt Out. You have the right to opt out of the arbitration provisions of these Terms by sending written notice to email@example.com. Your notice must include your name and address, the cryptocurrency wallet address you used to transact on this Site, and an unequivocal statement that you elect to opt out. If you opt out, all other parts of these Terms will continue to apply to you. Opting out has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Class Action Waiver. You further agree that any arbitration related to these Terms will be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. This means you can only bring a claim against us in your individual capacity and not as a representative or class member of any class or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Waiver Of Jury Trial. YOU AND BASIC SPACE, INC. HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Instead, the parties hereby elect to resolve all claims and disputes by arbitration. An arbitrator can award on an individual basis the same damages and relief as a court. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Jurisdiction And Applicable Law. In connection with any dispute between us, whether in arbitration or otherwise shall be interpreted and bound by the state of California and United States federal law. We each irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Los Angeles, California to resolve any claims that are subject to exceptions to the arbitration agreement.
Entire Agreement, Severability. These Terms constitutes the entire agreement between you and Basic Space, Inc. and supersedes all previous written or oral agreements. If these Terms contain any provision construed to be unenforceable or unlawful by a court of competent jurisdiction, the same shall be deemed modified to conform to applicable law, or if this would cause an unreasonable result, such provision shall be stricken from these Terms and Conditions without affecting the binding force and effect of any of its other provisions.
Amendment And Modification. You agree and understand that we may modify any or all our Site without notice and that we may update these Terms and any other document incorporated by reference herein at any time without notice. Notwithstanding any provision in these Terms to the contrary, we agree that if we make any material change to the arbitration agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to us at firstname.lastname@example.org.
Termination. We reserve the right to terminate or suspend your use of our Site if you violate these Terms, or any rule or guideline posted on our Site, for any reason in our sole discretion. These Terms, including the arbitration agreement, will survive the termination of your relationship with Basic Space, Inc.
Alleged Violations Of These Terms. To ensure that we provide a high-quality experience for you a, you agree that we may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of our Site. We do not intend to disclose the existence or occurrence of such an investigation unless required by law, but we reserve the right to terminate your account or your access to our Site immediately, with or without notice to you, and without liability to you if we believe that you have violated these Terms, or have furnished us with false or misleading information, or have otherwise interfered with use of our Site.