📑Terms of Use
Effective date: [January 30, 2023]
Welcome to PlayEstates’s Terms of Use (these “Terms”). These Terms are important because they describe your rights and obligations when using the Services (defined below) offered by us or our affiliates.
These Terms of Use constitute an agreement between the User (“you”) and PlayEstates and govern your use of the Services.
PLEASE NOTE THAT THESE TERMS CONTAIN INDEMNIFICATION, GOVERNING LAW, DISPUTE RESOLUTION, ASSUMPTION OF RISK AND DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SECTIONS THAT AFFECT YOUR RIGHTS, INCLUDING YOUR ABILITY TO BRING LEGAL CLAIMS AGAINST US.
Please read these Terms, our Privacy Policy (the “Privacy Policy”) and any other terms referenced in this document carefully. If you do not agree to be bound by these Terms, you are not permitted to use our Services. We recommend that you save and print a copy of these terms for future reference.
Introduction
Welcome to www.PlayEstates.com, operated by PlayEstates, Inc. and its affiliates (collectively, the "PlayEstates", "we", or "us"). We are registered in [Delaware, United States] under company number [SR#20221374716] and have our registered office at [2225 Greenfield Ave, Arcadia CA USA 91006].
PlayEstates offers various products and services through its website at www.PlayEstates.com, including any subdomain thereof (the "Site") and/or the mobile desktop software application PlayEstates develops now or in the future (“App”) (collectively, the “Services”). In addition to these Terms of Use, you may enter into other separate agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms of Use and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Services. For any terms herein apply to all Users, or business and other entity Users specifically, or where the context otherwise requires, "Users" shall be deemed to include any business or other entity on behalf of which the Site or Service is accessed by any other User, and "you" shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Site or Service.
Consent To Electronic Transactions And Disclosures
By using our Services, you demonstrate your agreement to contract electronically with PlayEstates and to be bound by these Terms and agree to receive electronically, via the email associated with your User Account (as defined below), all notices, agreements, communications or disclosures for your User Account (“Communications”) in electronic form.
In addition, you hereby agree that you reaffirm your agreement to receive Communications electronically every time you use our Services. You further agree by these actions that (a) you will conduct the transactions using our Services electronically; (b) you acknowledge that you have received an electronic copy of these Terms; (c) you confirm your authorization and informed consent to the delivery of electronic Communications to you under these Terms, and (d) you have the ability to receive Communications via email.
Hardware and Software Requirements.
In order to access and retain information electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
By accessing or using the Service:
You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are participating as a guest or as a registered user;
If these Terms have materially changed since you last accessed or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms;
You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent;
You consent to receive Communications from us electronically, and you agree that such Communications satisfy any legal requirements that such Communications be in writing;
You are not barred to use the Services under any applicable law
You are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, including but not limited to Syria, Sudan, Crimea, North Korea, Iran, or Cuba; and
You are not identified as a “Specially Designated National” by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) or placed on the U.S. Department of Commerce’s Denied Persons List.
Updates to Terms of Use.
Your use of the Services is subject to your agreement to these Terms, which may be updated by us at any time with notice to you, such as by sending an email, providing a notice through the Services or updating the Effective Date of at the top of these Terms. Any such updates will be effective upon our publishing such updated Terms. Your continued usage of the Services shall constitute your acceptance of the changes. If you do not agree with these Terms, you may not use the Services.
Modifications and Interruption to the Site
We reserve the right to modify or discontinue all or any portion of our Site (or any part or Content thereof). We will try to give you reasonable notice of any major changes. We will not be liable if we choose to exercise this right. We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service.
DISCLAIMERS
PlayEstates is not intended as, and does not provide, any legal, accounting, financial or other professional advice whatsoever. The Services are to allow Users to make Cash Purchases and obtain PlayEstates Fractional Ownership Tokens (each as defined below). The Services are for informational purposes only and are not guaranteed to be correct, complete or up-to-date. Before making any financial decisions you should always obtain independent financial and tax advice from reputable licensed professional advisors. There are laws that may apply to cryptocurrency platforms in your jurisdiction. It is your responsibility to understand comply with those law. All decisions about the design, strategy and use of any cryptocurrency platform will be yours alone.
Third-party Sites and Content
The Services may contain links to third party websites and/or applications for you to make payments, subscribe to and use our Services, or sign up for mailing lists (“Third Party Applications”); however, third parties may operate these Third Party Applications or certain features. These Terms of Use do not govern your use of the Third Party Applications, or links to other websites on the Internet that are owned and operated by third parties. You acknowledge and agree that we are not responsible for the availability of, or any content located on or through, any Third Party Applications. PlayEstates provides these Third Party Applications only as convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to Third Party Applications or their products or services. You use all links in Third Party Applications at your own risk. You expressly agree to hold us harmless for any claims of damage arising from any content, product or service provided by any Third Party Applications. Your use of those Third Party Applications is subject to the terms of use and privacy policies posted on each site or service, and we encourage you to review those terms of use and privacy policies.
Account Registration and Account Security.
Some or all of the Services and certain features or functionalities may require you to register an account with us (“User Account”). When you do, we may ask you to provide certain registration details or other information about yourself such as your name and email address, and complete any additional required steps, such as identity verification. By creating a User Account, you agree: (a) to provide accurate, current and complete information about yourself; (b) to maintain and promptly update from time to time as necessary your information; and (c) to maintain the security of your password and accept all risks of unauthorized access involving your email and password combination and the information you provide to us. All such information is subject to our Privacy Policy.
Once you have a User Account, you are responsible for all activities that occurs under your User Account. You will treat your User Account access credentials as confidential information and will not disclose it to any third party. You agree to immediately notify us if you have any reason to believe that your User Account credentials have been compromised or if there is any unauthorized use of your User Account or password or any other breach of security related to the Services. We ask that you use particular caution when accessing your profile from a public or shared computer, or when using your User Account in a public space, such as a park or cafe, or public library so that others are not able to view or record your access credentials or other personal information.
We may, in our sole discretion, refuse to allow you to create a User Account, or limit the number of User Accounts that you may associate with the Services, or suspend or terminate any User Account or access to the Services.
You also agree that you will not:
Create multiple User Accounts;
Use the Services under a different User Account if we’ve disabled access for you under a different User Account, unless you have our written permission first;
Buy, sell, rent or lease access to the Services under your email and password combination or User Account to any third party, unless you have our written permission first;
Share your email and password combination or access to the User Account with anyone; or
Log in or attempt to log in to access the Services through any unauthorized third party application(s) or client(s).
User Conduct
You may not use the Services to engage in the following categories of activity (“Prohibited Uses”). The Prohibited Uses listed below are representative, but not exhaustive, and PlayEstates reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at [info@playestates.com]. You agree that you will not do or undertake any of the following, as determined by PlayEstates in its sole discretion:
Abusive Activity: Actions which: (i) conduct, facilitate, authorize or permit any text or data mining or web scraping, (ii) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (iii) transmit or upload any material to the Services that contains viruses, Trojan horses, worms or any other harmful or deleterious programs; (iv) attempt to gain unauthorized access to the Services, other User Accounts not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (v) use the email and password combination of any third party to access or use the Services, except in the case of applications which are specifically authorized by a third party to access such third party’s User Account and information; (vi) transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of PlayEstates; or (vii) interfere with, disrupt, or create an undue burden on the Service or the networks and services connected to the Service.
Unlawful Activity: Activity which would violate, or assist in the violation of, any law, statute, ordinance or regulation, sanctions programs administered in any of the countries where PlayEstates conducts business, including but not limited to OFAC, or which would involve proceeds of any unlawful activity.
Abuse Other Users: Interfere with another individual’s access to or use of the Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; or harvest or otherwise collect information from the Services about others, including without limitation email addresses, without proper consent; use any information obtained from the Service in order to harass, abuse, or harm another person; Harass, annoy, intimidate, or threaten any of our employees, agents, or other users; trick, defraud, or mislead us and/or other users, especially in any attempt to learn sensitive account information such as user passwords.
Fraud: Activity which operates to defraud PlayEstates, any PlayEstates user(s) or any other person, or provide any false, inaccurate or misleading information to PlayEstates, attempts to impersonate another user or person, or falsely implies a relationship with us or another company with whom you do not have a relationship.
Assumption of Risk
You accept and acknowledge:
The value of a NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency and/or the underlying asset can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
PlayEstates does not control and is not responsible for the value of NFTs and makes no guarantee, express or implied, of its value.
You agree and acknowledge that any purchase of NFTs by you or on your behalf is made voluntarily, willfully and exclusively at your own risk.
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 of NFTs.
The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
You are solely responsible for determining what, if any, taxes apply to your transactions. PlayEstates is not responsible for determining the taxes that apply to your NFTs.
You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and PlayEstates has no ability to reverse any transactions on the blockchain.
There are risks associated with using the Internet and blockchain-based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or User Account. You accept and acknowledge that PlayEstates will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Service or any Blockchain network, however, caused.
The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors lose market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
PlayEstates reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on PlayEstates. Under no circumstances shall the inability to view items on PlayEstates or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against PlayEstates.
If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
Services; Securities Offerings
Among the Services, this Site presents information regarding potential investments in limited liability company membership interests (“Interests”) of various series of PlayEstates Fractional Ownership Tokens (each, a “Series”). These Series’ Interests, which are securities under U.S. securities laws, will be represented by cryptographic digital tokens (“PlayEstates Fractional Ownership Token”), which are a new series of Ethereum blockchain-based smart contract digital tokens meeting the ERC-20 standard as modified to meet transfer restriction requirements under applicable U.S. securities laws.
By participating in a PlayEstates Fractional Ownership Token offering through the Site, you agree and understand that each PlayEstates Fractional Ownership Token offering has its own terms, rules, and risks and it is your responsibility to carefully review all terms, rules, risk factors, and offering documents and decide on your own if you agree to them.
We make no representation or warranty that the potential transaction you have identified to participate in will take place, or that if it takes place you will be allowed to participate. If you are offered the opportunity to participate in a transaction, you will be required to sign additional documentation. These additional terms and conditions then become part of your agreement with us if you participate in a PlayEstates Fractional Ownership Token. In the event of a conflict between these Terms and any additional applicable terms we may provide for the PlayEstates Fractional Ownership Token, such additional terms shall control for the PlayEstates Fractional Ownership Token. PlayEstates Fractional Ownership Token management decisions are final in all matters relating to the Sites, Services, investments, and other activities related to the Sites.
You may need to complete several steps to purchase PlayEstates Fractional Ownership Token in a specific Series offering including, but not limited to, (i) completing PlayEstates Fractional Ownership Token’s user registration process, which includes you providing identification and qualification information to PlayEstates, (ii) entering into Series offering agreements with the specific Series, (iii) funding one or more investments in fiat currency or a specified cryptocurrency, (iv) confirming an intention to move forward with participation in the Series offering at the closing, if required by the Series; (v) creating a digital asset wallet with a third party, and (vii) providing other information to PlayEstates or taking other action as requested throughout the Series offering process.
The PlayEstates Fractional Ownership Token offered on the Site has not been registered under the Securities Act of 1933, as amended (the Securities Act) in reliance on the exempted provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and/or Regulation S. Securities sold through private placements are restricted and not publicly traded and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any securities offering on these Sites.
The PlayEstates Fractional Ownership Token being offered is highly speculative in nature, involves a high degree of risk, and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that PlayEstates’ business objectives will be achieved or that a secondary market will ever develop for the Interests. Interests being sold are not FDIC insured, may lose value, and there is no bank or other guarantee.
Purchases
You may use real-world fiat currency to purchase PMT membership tokens (“Cash Purchases”), which will then be used to gain eligibility for multiple project rewards. You represent and warrant that all information you provide in connection with a Cash Purchase is true and accurate. PlayEstates is not responsible for fulfilling any Cash Purchases for which you provided information that is deceptive or incomplete, as determined by PlayEstates.
Virtual Purchases
If you choose to make Virtual Purchases in the Services, such Virtual Purchases will be conducted and managed via blockchain technology. Your User Account will be made publicly visible when you engage in transactions using PMT membership tokens or PlayEstates Fractional Ownership Tokens. We will have no insight into or control over Virtual Purchases between users, nor are we able to reverse any transactions between users. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between users. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of Virtual Purchases. You are responsible ensuring the accuracy of your User Account.
Copyright and Trademark Information
Unless otherwise indicated in writing by us, the Services and all content, copyrights, and other intellectual property rights in the content available on our Site, including without limitation Site design, text, graphics, interfaces, data, information, and the selection and arrangements thereof (collectively, “Content”), are and shall remain the sole and exclusive property of by PlayEstates, with all rights reserved, or in some cases may be licensed to PlayEstates by third parties. This Content is protected by the intellectual property rights of PlayEstates or those owners. All trademarks displayed on the Site are the trademarks of their respective owners and constitute neither an endorsement nor a recommendation of such parties. In addition, such use of trademarks or links to the Site of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with PlayEstates. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by PlayEstates or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern the usage of such software components, as applicable.
Limited License.
These Terms grant you a limited and non-exclusive right to use the Services, including all Content thereon. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the Content on our Services. You must not:
Modify copies of any Content from the Services.
Use any illustrations, photographs, video or audio sequences or any graphics available through the Services separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials available through the Services.
If you wish to make any use of Content other than that set out in this Section, please address your request to: [partners@playestates.com].
Copyright Complaints
If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to info@PlayEstates.com
If you choose to write to us by e-mail or physical mail instead, your notice must include:
Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim are being infringed;
Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., URLs) on the Service of the material claimed to be infringing, so that we may locate the material;
Your contact information - at a minimum, your full legal name (not a pseudonym) and email address;
A declaration that contains all of the following:A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
A statement that the information in the notice is accurate; and
A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
Your physical or electronic signature (of your full legal name).
Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on PlayEstates and can also contact you to resolve any dispute.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to PlayEstates are non-confidential and shall become the sole property of PlayEstates. PlayEstates shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You are exclusively responsible for all Submissions and the consequences of Submissions through the Services. We do not verify the accuracy, quality, content or legality of Submissions. We may, but are under no obligation to, review, analyze, filter, edit, block or remove any Submissions. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with applicable laws. PlayEstates will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with Submissions. You represent and warrant that: (i) you own or have the necessary licenses, rights, consents and permissions to use and publish the Submissions you submit; (ii) the uploading of your Submissions on the Service and the rights granted to PlayEstates under these Terms do not and will not violate the rights of any person; and (iii) no payments of any kind shall be due by PlayEstates to any person for the use or distribution of Submissions.
Terms Applicable To Secondary Market Users
Any secondary transfer activity of fractional ownership tokens that were originally minted by the fractional protocol can occur over any interface or medium that enables interaction with the decentralized Ethereum blockchain network, such as a decentralized exchange, Ethereum wallet, or other smart contracts. Transactions on the Ethereum blockchain network will be affected between participants (i.e. holders and sellers). By participating on the Ethereum blockchain network, you acknowledge your understanding that: (i) all transactions will be executed using tools made available for the Ethereum blockchain network, (ii) all negotiations and confirmation activities will be performed by Users, independent third-parties, or smart contracts and will not involve PlayEstates, and (iii) PlayEstates does not receive, transfer or hold funds or ownership tokens on any centralized database or server.
“Electronic Fund Transfer” means any transfer of funds, other than a transaction originated by check, draft or similar paper instrument that is initiated through an electronic device or computer to instruct the fractional protocol to debit or credit a blockchain wallet address.
Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds and transfers initiated via the website or mobile application.
Your Liability
Authorized Transfers. You are liable for an Electronic Fund Transfer that you authorize, whether directly or indirectly.
Messaging
Direct messaging between certain Users (“Messaging Services”) may occur through other platforms or communication channels. The Messaging Services are intended to be used for factual questions and answers between Users regarding specific transactions proposed to be executed using the Services. The Messaging Services shall not be used for other commercial or non-commercial purposes, including, without limitation, marketing, advertising, promotion of violence, personal attacks or threats, abusive behavior, harassment, profanity, or hateful imagery. As a User of the Services, you are exclusively responsible for all content you provide and the consequences of submitting such content through the Messaging Services. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content posted via the Messaging Services. All User-generated content is the sole responsibility of the person who originated such content. We do not monitor or control the content posted via the Messaging Services and, we cannot take responsibility for such content. PlayEstates will not be liable, directly or indirectly, in any way for any damage or loss caused by or alleged to be caused by or in connection with the Messaging Services. PlayEstates reserves the right to remove content that we determine violates our Terms of Use or we may restrict, suspend, or terminate any User’s use of the Messaging Services, if we determine in our sole and absolute discretion, that such person has used the Messaging Services in a manner that is inconsistent with these Terms of Use and/or applicable law. As between you and PlayEstates, you retain all right, title and interest in and to the content you submit through the Messaging Services. You represent and warrant that: (i) you own or have the necessary licenses, rights, consents and permissions to use and publish the content you submit; (ii) the uploading of your content on the Messaging Service and the licenses granted to PlayEstates under these Terms do not and will not violate the rights of any person; and (iii) no payments of any kind shall be due by PlayEstates to any person for the use or distribution of such content.
By submitting content through the Messaging Services, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, host, run, reproduce, process, adapt, translate, modify, publish, transmit, distribute and display the content in connection with the Services. Without limiting the foregoing, this license includes permitting us to use, enhance, personalize, exhibit, broadcast, publish, publicly display, publicly perform, distribute, create derivative works of, promote, copy, store, and/or reproduce (in any form) the Content on or through the Services.
User Disputes
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
Privacy
How we collect, use and disclosure information, including personal information that you provide to us via the Services is described in our Privacy Policy.
Limitation on Liability
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY PLAYESTATES, THE SERVICES, CONTENT CONTAINED THEREIN, AND ANY DIGITAL ASSET(S) LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. PLAYESTATES (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKES NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. PLAYESTATES DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, CONTENT CONTAINED THEREIN. 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.
YOU AGREE AND ACKNOWLEDGE THAT PLAYESTATES HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS. PLAYESTATES MAKES NO OFFER OR INVITATION TO ACQUIRE, PURCHASE, TRANSFER, SELL OR OTHERWISE DEAL IN INTERESTS OR PLAYESTATES FRACTIONAL OWNERSHIP TOKENS. YOU WAIVE ANY AND ALL RIGHTS AND CLAIMS YOU MAY HAVE, WHETHER KNOWN OR UNKNOWN AGAINST PLAYESTATES (AND ANY RELATED PARTIES) RELATED TO THE APP MINING, TOKEN RELEASE, AND REWARDS OFFERED ON THE SERVICES.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL PLAYESTATES OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS, LOSS OF PRIVATE KEY, LOSS OF SEED PHRASE, LOSS OF ACCESS TO ANY DIGITAL WALLET, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF PLAYESTATES IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PLAYESTATES'S LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, DIGITAL ASSETS, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICES REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO PLAYESTATES FOR THE SERVICE DURING THE TERM OF MEMBERSHIP OR (B) $100. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.
THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.
Governing Law; Venue and Jurisdiction; Arbitration
This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.
These Terms of Use are governed by and all controversies, disputes, demands, counts, claims or causes of action (“Claims”) arising under, arising out of, or in connection with these Terms of Use will be resolved exclusively in accordance with the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction. . YOU HEREBY WAIVE ANY RIGHT YOU MIGHT HAVE TO RESOLVE ANY CLAIM ON ANY BASIS (INCLUDING, BUT NOT LIMITED TO A CLASS ACTION BASIS) INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS SIMILARLY SITUATED.
The following applies to all Claims between you and PlayEstates arising out of, under, or related to these Terms of Use or PlayEstates’s privacy practices (including any action PlayEstates may take or authorize with respect to information about or provided by you):
All Claims will be settled exclusively through binding arbitration. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) and will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). You are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms of Use EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and PlayEstates must abide by the following rules: (i) for any claim that could otherwise be brought in small claims court, the arbitration will be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (ii) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one will be held in New York, New York; (iii) the arbitrator’s ruling is binding and not merely advisory; (iv) ANY CLAIMS BROUGHT BY YOU OR PLAYESTATES MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (v) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING; (vi) if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, PlayEstates shall pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (vii) a decision by the arbitrator (including any finding of fact or conclusion of law) against either you or PlayEstates will be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of you or PlayEstates in existing or subsequent litigation or arbitration involving any other person (including a User); and (viii) each side pays his, her or its own attorneys’ fees and expenses.
Claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret are not subject to this arbitration provision. Such claims shall be exclusively brought in the state courts located in San Francisco, California or the federal courts located in San Francisco, California and each party hereby consents to the jurisdiction of those courts.
As an exception to this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures will not be deemed a waiver of the right to arbitrate.
With the exception of subparts (iv) and (v) in subsection (b) of this arbitration provision (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (iv) or (v) in subsection (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor PlayEstates shall be entitled to arbitration. If this arbitration provision is held unenforceable by a court, or AAA refuses to arbitrate the Claim, all controversies, disputes, demands, counts, claims, or causes of action between you and PlayEstates shall be exclusively brought in the state or federal courts specified in subsection (c) above.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
Either party may enforce any provision of these Terms of Use by seeking to obtain equitable relief in addition to all other remedies at law or under these Terms of Use.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to:
[partners@playestates.com]
Indemnity
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold PlayEstates and our past, present, and future subsidiaries and affiliates, and each of their directors, officers, agents, contractors, members, managers, partners and employees (individually and collectively, the “PlayEstates Parties”), harmless from and against all actual or alleged loss, liability, claim, demand, damages, costs and expenses of every kind and nature whatsoever, whether known or unknown, including reasonable attorneys’ fees, arising out of or in connection with: (a) your Submissions, content, or any Third Party Content you post or share on or through the Site or Services, (b) your use or misuse of the Service or the Site, (c) your conduct in connection with the Service or the Site or with other Users of the Service or the Site, or (d) your violation of these Terms of Use or of any law or any rights of any third party. The previous sentence shall not apply to any extent to Users while acting as an investor or while registering as an investor in connection with their (i) posting of content or (ii) use of the Site or Service. You agree to promptly notify PlayEstates of any claim(s) and shall cooperate fully with the PlayEstates Parties in defending such claims. You further agree that the PlayEstates Parties shall have 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 THESE TERMS AND ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND PLAYESTATES.
Miscellaneous
The failure of PlayEstates to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with PlayEstates’s prior written consent. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Compliance with Laws
You assume all knowledge of applicable law and you are responsible for compliance with any such laws. You may not use the Site in any way that violates applicable state, federal, or international laws, regulations or other government requirements.
Contact Us
If you have any questions about these Terms of Use, please feel free to contact us at:
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