Terms of Service
The Services are provided for you to learn about CPG and the Services, to learn about how to use the Services, to mint CPG NFTs, to learn about and to potentially communicate with other CPG NFT owners. You agree that CPG is not responsible for any problems or injuries that may result from any information, services, products, or anything else you learn about or use through the Services. The Services, including all information and materials, in any form or format, including any examples, ideas, methods, suggestions, systems, techniques or testimonials, are educational in nature and are provided only as general information. You acknowledge and agree that the Services and any such information and materials are not intended to represent that they are to be used to guarantee results, including financial gains, or for the prevention of financial or other losses. You acknowledge and agree CPG makes no guarantees, warranties, or predictions of any outcomes. You agree that you are solely and fully responsible for any and all life, financial, business and other decisions you make, whether or not based on or related to the Services. You agree to assume the full and complete responsibility for applying what you may learn from access to, usage of, or participation in any of the Services.You acknowledge and agree that anything discussed with or provided by CPG or any of its representatives either during or apart from the Services is off the record and merely a perspective for you to consider and does not create or establish any type of professional formal relationship between you and CPG, nor should it be relied upon as any professional advice of any kind or nature whatsoever. CPG does not offer any financial, legal or professional advice.
2. CPG NFTs
“CPG NFT” means the CPG blockchain recorded non-fungible token which is issued (minted) and transferrable on the Ethereum blockchain and which is linked to associated digital artwork stored on the interplanetary file system (“IPFS”). CPG NFTs are comprised of layered files and attributes, as well as complete artwork. There are two types of CPG NFTs, (1) standard CPG NFTs and (2) 1 of 1 CPG NFTs. For the avoidance of doubt, all CPG NFTs are digital and do not include any physical items or representations. The mint dates and times and instructions and availability of minting of CPG NFTs are set forth on the CPG website at www.cryptopackagedgoods.com. Minting may be performed by using an allowed cryptocurrency wallet and connecting it to CPG’s website. Assuming the CPG NFTs have not minted out, after accepting and authorizing the connection, you may instigate the minting process by approving the transaction and paying the mint fee plus the Gas fee (defined below). Any transaction after the initial mint of a CPG NFT is a secondary transaction. All secondary transactions occur outside of the CPG’s website and are out of CPG’s control. You agree that CPG has no liability or responsibility to you for any and all secondary transactions. You further agree that CPG has no liability or responsibility to you for any failed transactions, whether minting or secondary, including any associated or charged Gas or other fees.
3. Changes to these Terms
CPG has included the effective date of these Terms on this document. CPG reserves the right to make changes to any Terms at any time, however, CPG shall use reasonable efforts to provide notification to you in advance of any material changes becoming effective, such as by posting a notification via the Services, at the login page, in an app, on a platform or via email. If you continue to access and/or use the Services after the effective date of such changes, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Terms as changed. The revised Terms supersede all previous notices or statements regarding the Services. For this reason, we encourage you to review these Terms any time you access or use the Services and recommend that you print out a copy for your records. Upon CPG’s request, you agree to sign a non-electronic version of these Terms and any other policies or agreements set forth or available on or through the Services.
The information and materials provided by or on behalf of CPG on or through the Services, including without limitation any content, data, text, pictures, graphics, audio, video, icons, surveys, software, code, applications, and updates for use on or through the Services, links, and other content, features and services available on or through the Services (collectively, the “Materials”) are provided for educational and entertainment purposes only.
5. Limited License - the Services
The Services are provided for educational and entertainment purposes and personal use only. CPG hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services for your personal, non-commercial education and entertainment purposes, subject to your complete compliance with the Terms and any and all other terms and policies set forth on or in the Services. Except as expressly provided in the Terms, CPG does not grant you any other express or implied rights or licenses in or to the Services or the Materials, and all rights, title and interest that CPG has in the Services and Materials are retained by CPG, even after access, usage or download on your computers, mobile phones, tablets, and/or other devices. Except as lawfully allowed or expressly set forth in the Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display, or sell in any form or by any means, in whole or in part, any of the Services or Materials without CPG’s express prior written permission. CPG reserves the right to revoke your right to use or access any or all of the Services at any time as further set forth in Section 22 herein. You acknowledge that no monetary value can be attributed to the time you spend accessing and using the Services and that, but for the limited and terminable license granted herein, you are not entitled under the law to use or have access to the Services and/or the Materials.
6. Intellectual Property – the Services
You acknowledge that the Services are protected by and/or embodies copyrights, trademarks, patents, trade secrets and/or other proprietary rights owned by CPG and/or its respective licensors, including without limitation the selection, coordination, arrangement, compilation, assembly and any enhancements thereto, and that these rights are valid and protected in all media existing now or later developed and under United States and foreign laws. You agree that the Services and Materials (and any intellectual property and other rights relating thereto) are and will remain the property of CPG. The trademarks, trade names, trade dress, logos, and service marks displayed on or in the Services, are the trademarks of CPG and/or its licensors, vendors and/or other third parties. Nothing contained on or in the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the CPG marks, logos or trade dress without the express written permission of CPG. Misuse of any mark, logo or trade dress is prohibited. You acknowledge that you do not acquire any ownership rights in or to any of CPG’s or its licensor’s intellectual property by virtue of your access or use of the Services and/or the Materials. You may not circumvent or disable any content protection features used on or in the Services and must retain all trademark, copyright and other proprietary notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms and conditions of the Terms.
7. Ownership and License of CPG NFTs
When you mint or lawfully acquire a CPG NFT, you will own all personal property rights in such CPG NFT. The means you can freely sell, transfer, or otherwise dispose of your CPG NFT. However, these personal property rights do not include ownership of the intellectual property rights in and to your CPG NFT. Instead, you are granted a limited license to such intellectual property rights as set forth below.Subject to your complete compliance with the Term, for CPG NFTs minted or lawfully acquired, CPG hereby grants you, for as long as you own the CPG NFT (as evidenced by the transaction record on the Ethereum blockchain), the following licenses:
a) Personal Use
A non-exclusive, non-sublicensable, royalty-free worldwide license to use, copy and display your CPG NFT solely for the following purposes: (1) your own personal, non-commercial use; (ii) your listing or attempt to sell, transfer or gift your CPG NFT to any person or entity; (iii) your display of your CPG NFT in an app, platform or service to showcase your NFTs, such as on or in a particular metaverse; and (iv) your participation in a token-gated app, platform or service that provides benefits or services based upon verification of the CPG NFT in your hardware or software/app wallet. This personal usage license includes the right to use your CPG NFT as your pfp or on a banner for your social media accounts.
b) Commercial Use – Standard CPG NFTs
Except for 1 of 1 CPG NFTs, a non-exclusive, sublicensable, royalty-free worldwide limited license to use, copy and display your CPG NFT and for the purpose of creating derivative works. This includes things like making using your CPG NFT to represent commercial activity. You may not use your CPG NFT in violation of the Codes set forth in Section 10, nor may you use it for any other NFT project. Additionally, you must use your CPG NFT in its entirety (not separate out any of the layers or attributes) and not revise, modify or alter it, except for the size and exterior shape (such as from a rectangular border to a circle).
c) Commercial Use – 1 of 1 CPG NFTs
For 1 of 1 CPG NFTs, you are granted the right to make one (1) physical print of your CPG NFT. All other rights, except for the personal use rights set forth above, are reserved by CPG. If you would like to use, copy or display your 1 of 1 CPG NFT, or make derivative works of your 1 of 1 CPG NFT, you may contact CPG at: email@example.com to make such request and such request may be withheld in CPG’s sole discretion. Any failure of CPG to respond to any such communications or requests shall be deemed a refusal. You understand and agree that: (i) your minting, purchase or ownership of a CPG NFT does not grant you any rights or licenses in or to the Services or the Materials or to your CPG NFT other than as expressly stated in this Section 7; and (ii) you are not granted any right or license to any CPG trademarks, service marks, trade dress, logos, or any other CPG intellectual property; (iii) you are not allowed to not use your CPG NFT or any derivative works thereof in any way that makes it appear as if CPG is endorsing or sponsoring or affiliated in any way with you or your business; and (iv) all rights and licenses granted to you are non-transferrable, except that they will automatically transfer to a subsequent owner of the CPG NFT by virtue of the transaction being recorded on the Ethereum blockchain. Upon the completion of any secondary transaction, as evidenced by a transaction record on the Ethereum blockchain, the new owner of the CPG NFT shall, by receiving the ownership interest in the CPG NFT, be deemed to accept all of the Terms. Notwithstanding any of the foregoing, CPG may suspend or terminate any license granted in this Section 7 if it suspects that there has been an off-chain purchase or sale of a CPG NFT or any purchase or sale of a CPG NFT that fails to make the CPG royalty payment set forth in Section 11 below. All rights not explicitly granted herein are reserved. CPG owns and will retain all right, title, interest and ownership in and to the intellectual property in all CPG NFTs. This includes, but is not limited to, using your CPG NFT on social media, in marketing and promotions, and making and distributing products that may be competitive with your products made pursuant to Section 7.b herein. The licenses granted in this Section 7 survive only as long as you own the CPG NFT. If at any time you cease to own the CPG NFT, as evidenced by the Ethereum blockchain, and whether by transfer, sale, theft, gift, or otherwise, all rights and licenses granted herein with respect to the applicable CPG NFT will immediately terminate.
In order to access certain areas of or participate in certain CPG Services, you are required to either be the owner of a CPG NFT and/or register or obtain an account on a third-party platform (such as Discord or Telegram). To gain access to the token-gated third-party platform areas, CPG and its service providers may verify your CPG NFT ownership and your account on such third-party platforms. Providing CPG and/or any service provider with your personal information or your social media or other services login information is your choice. In addition, your access to and use of the Services will depend on the capabilities of your mobile device and mobile carrier, as well as on the territory where you use the Services (since certain functions may not be available and/or authorized in certain territories). In order to access certain areas of or participate in certain activities or services contained on or in the Services, some third-party platforms may require you to select or be assigned a username and/or password. Your username is subject to certain terms and Codes, as set forth in Sections 7 and 8 below. You agree that CPG has the right in its sole discretion to suspend or terminate your access and use or block or refuse any and all current or future access and use of the Services (or any portion thereof).
9. Username/Passwords/NFT Security
CPG may refuse to allow you to use the Services based on your username in its sole discretion for any reason, including without limitation if it impersonates someone else or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by CPG in its sole discretion. You are entirely responsible for maintaining the confidentiality AND SECURITY of your WALLET AND password for your SOCIAL MEDIA AND OTHER PLATFORMS AND SERVICES. you are solely responsible for ALL ACCESS TO AND USE OF YOUR USERNAME, INCLUDING any and all activities (INCLUDING USE OR PROVISION OF ANY SERVICES) that ARE CONDUCTED through THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. We encourage You to use “strong” passwords (passwords of at least 10 characters in length that use a combination of upper and lower case letters, numbers and symbols) for your logins. You understand that when you sell or transfer your CPG NFT to anyone else, you will no longer be able to participate in any of the Services which are token-gated. If you have reason to believe that your CPG NFT was stolen, you should notify CPG in our by emailing us at firstname.lastname@example.org (with the subject line: “NFT Stolen”). You agree that CPG will not be liable for any loss you may incur as a result of someone else using your username and password or CPG NFT token-gated access, either with or without your knowledge, and you further agree that you will be liable for losses incurred by CPG or another party due to someone else using your username and password or CPG NFT token-gated access.
10. Code of Conduct
While using any of the Services and/or Materials or any rights granted to you for any CPG NFTs, you agree: to be civil and respectful, for our Discord Server, to follow the; for our Telegram groups to follow the ; and to follow the standards set forth below (the “Codes”) by agreeing not to: • Create a false identity or impersonate any person; • Create, post or transmit any content or message containing profanity, sexually graphic or offensive language, including any uses of characters such as \@#$% to replace letters; • Engage in any activity or send, transmit, post or make available any content or message that is false, intentionally misleading, disruptive, unlawful, harmful, threatening, abusive, harassing, rude, defamatory, hateful, vulgar, inciteful, racist, illicit, illegal or otherwise objectionable; • Submit content, materials or Submissions (defined herein) that are subject to the intellectual property rights of a third party, or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission from the owner to do so and to grant CPG all the license rights necessary to transmit or maintain such content, material or Submissions; • Send, post, transmit or make available any material non-public information about any person or entity without the express authorization to do so; • Send, post, transmit or otherwise make available any advertisements, solicitations, chain letters, pyramid schemes, junk mail, SPAM, investment opportunities or other unsolicited or unauthorized commercial or promotional content, materials, or communication; • Institute an attack upon any server used in connection with the Services or any portion thereof or otherwise attempt to disrupt such servers; • Send, post, transmit or otherwise make available any material or Submissions regarding hacking, cracking, exploiting, or otherwise making improper use of the Services; • Attempt to or actually restrict or inhibit any other user from using and enjoying the Services; • Except for bots authorized or allowed by the Services, use any bot, spider, scraper or other unauthorized or automated means to modify, use or access the Services, or any portion thereof; • Send, post or transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of an intentionally destructive nature; • Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble all or any portion of the Services or the Materials;• “Frame” or “mirror” any part of the Services without CPG’s prior written authorization; • Attempt to obtain passwords, seed phrases, or any private information from any other user of the Services or owner of a CPG NFT, including without limitation, the collection of personal information about others, such as geolocations; • Access or use another user’s login, including CPG NFT token-gated login, without permission; • Harvest or collect any information about users of the Services; • Use the Services in any manner that violates any applicable laws or regulations or is prohibited by these Terms; and/or • Assist or permit any persons in engaging in any of the activities described in this listing of the Codes. While using the Services and the Materials or any rights granted to you in any CPG NFT, you agree to comply with these and all Codes, as well as all applicable laws, rules and regulations. CPG HAS A ZERO TOLERANCE POLICY FOR BEHAVIOR THAT VIOLATES THE CODES. CPG has the sole discretion to delete, suspend, terminate or block your access to the Services and CPG NFT benefits and token-gated services and to delete, suspend, terminate or remove your username, with or without prior notification to you, for any violation of the Terms, including any of the Codes.
11. Payment/Fees/Secondary Transactions
Minting, purchasing and transferring CPG NFTs is done on the Ethereum blockchain using Ethereum cryptocurrency. You understand and agree that CPG has no control over any payments, transactions or fees, and that CPG does not have the ability to reverse or refund any transactions, payments or fees. You agree that CPG has no liability to you or any third party for any claims, injuries or damages that may arise or are related to any transaction, payments or fees conducted on or via the Ethereum blockchain. CPG DOES NOT PROVIDE ANY REFUNDS FOR ANY TRANSACTIONS, PURCHASES OR FEES WHETHER FOR CPG NFTS OR ANYTHING ELSE.
Every transaction on the Ethereum blockchain requires a payment of a transaction fee, also known as the “Gas” fee. The Gas fee is what enables a transaction to be processed and recorded on the Ethereum blockchain. You agree that you are solely responsible for any and all Gas fees for any transaction related to your CPG NFT. Further, even failed transactions may be charged Gas fees. You agree that CPG has no liability to you for any Gas fees for any failed transactions.
All secondary transactions are made entirely at your sole risk and expense, including, but not limited to all listing fees, transaction fees, Gas fees, and any other fees. All secondary transactions which are purchases or sales are further subject to CPG’s royalty fee, which is coded into the applicable CPG NFT smart contract and will be automatically paid to CPG upon any such purchase or sale. You and all subsequent owners are responsible for and must pay the CPG royalty fee when there is any secondary purchase or sale.
12. Third Party Sites/Services/Collaborations
The Services may include links to other websites, apps, data, materials, or services or authorize the usage of third party bots and plugins solely as a convenience to you (collectively, the “Linked Services”). The inclusion of any Linked Service does not imply endorsement by CPG or any association with the operators of such Linked Services. You are responsible for viewing and abiding by the privacy statements and terms of service/use posted of any Linked Services. You acknowledge and agree that the information, products, materials, content and services of any Linked Service is not under the control of CPG. Access and use of any Linked Services, including the information, products, materials, content and services on any Linked Services or available through any Linked Services, is solely at your own risk, and you acknowledge and agree that CPG is not responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by your use of any or dealings with any Linked Service. You agree that any activity or collaboration that you may engage in with any other user of the Services and/or owner of any CPG NFT, including, without limitation, business or financial transactions, are done so solely between you and such other user, and in no way involve or create any responsibility or liability whatsoever on the part of CPG. Any dealings with third parties included in within, on or linked to or with the Services, or any other terms, conditions, warranties, or representations associated with such third parties, are solely between you and that third party. You acknowledge and agree that CPG is neither responsible nor liable for any part of such dealings with any third parties.
13. Forums & Submissions
The Services may include features that allow you and others to submit, post, comment, display, and/or transmit information, ideas, opinions, photographs, images, video, creative works or other information or content, messages, transmissions, ratings or material to or through the Services (“Submissions”). Those portions of the Services where you can post or transmit information are referred to herein as the “Forums.” You agree that CPG may redistribute content you send/upload/post to the Services. By sending, posting or transmitting to any area of the Services, including through any Forums, you grant CPG and its owners, designees, representatives, affiliates, and agents a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, digitally display, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you or the provider of the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on CPG’s part and CPG will not be liable for any use or disclosure of any Submissions. You agree not to transmit any Submission to or through the Services, or to CPG that you consider to be confidential, and any and all Submissions shall be deemed non-confidential. You are responsible and liable for any and all of your Submissions. You acknowledge and agree that your communications via the Forums are public and not private communications, and that you have no expectation of privacy concerning your use of the Forums. You acknowledge that personal information that you communicate via the Forums may be seen and used by others and result in unsolicited communications; therefore, CPG strongly encourages you not to disclose any personal information about yourself in your communications via the Forums. CPG is not responsible for information that you choose to communicate to other users via the Forums or Submission. Information and Submissions contained on our Forums may be provided by persons not affiliated with CPG. You acknowledge that people participating in the Forums occasionally post Submissions or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, illegal, hurtful or deceptive. CPG neither endorses nor is responsible for such Submissions or statements, or for any opinion, advice, information or other utterance made or displayed on or via the Services or in any Forums by third persons or parties. The opinions expressed in the Submissions and/or the Forums reflect solely the opinion(s) of the submitter of the Submission or the participants of the Forums and do not reflect the views or opinions of CPG. CPG is not responsible for any Submissions, and you agree that CPG assumes no liability whatsoever for any Submissions sent or posted by you or any third party. Under no circumstances will CPG or its owners, designees, representatives, affiliates, and agents be liable for any loss or damage caused by your reliance on the Submissions or on any information or materials obtained through the Services. CPG has no obligation to monitor the Services, the Forums or any Submissions that you or other persons or parties transmit or post on or through the Services or on or in the Forums. You acknowledge and agree that CPG has the right, but not the obligation, to do any or all of the following, at its sole discretion: (i) alter, edit, remove, or refuse to post or allow to be posted or stored any Submission or message; (ii) monitor and/or filter any of your communications on or in the Services (including without limitation, by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); and/or (iii) disclose any Submission or message or any communication posted on or in the Forums, and the circumstances surrounding the transmission thereof, to any third party in order to (a) protect CPG and its employees, officers, owners, directors, shareholders, agents, representatives and affiliates, and the Services’ users and visitors; (b) to comply with legal obligations or governmental requests; and (c) to enforce these Terms; or for any other reason or purpose. Notwithstanding anything contrary stated in these Terms, by transmitting or posting a Submission you represent and warrant that (a) you own or otherwise control all of the rights including without limitation, all copyrights, to your Submission or are otherwise legally entitled to post the submission; (b) the content is accurate; (b) use of the content you supply does not violate the Terms and will not cause injury to any person or entity; and (d) you will indemnify CPG and/or its subsidiaries and affiliates for all claims resulting from any content, information, and ratings, including without limitation, all Submissions, you supply, provide or transmit to CPG or to or through the Services.
14. Right to Modify
CPG reserves the right, at any time, to modify, suspend, or discontinue the Services, and/or any part or parts thereof, or maintaining any link or connection for the graphic file of the CPG NFTs, with or without notice, including terminating, eliminating, supplementing, modifying, adding to or discontinuing any content, functionality, promotion, or feature of the Services, the hours that the Services are available, or any fees or charges in connection with the access or use of the Services. You agree that CPG will not be liable to you or to any third party for any such modification, suspension, or discontinuation.
15. Use & Access
YOU MUST BE AT LEAST 18 YEARS OF AGE TO (a) USE THE SERVICES, (b) USE anything accessible or available on or through the SERVICES, (c) PARTICIPATE IN ANY CPG NFT TOKEN-GATED SERVICES, OR (d) TRANSMIT/SUBMIT/POST ANY PERSONAL INFORMATION. By accessing, using and/or submitting information to or through any of the Services and/or CPG NFT token-gated services, you agree and represent that you are at least 18 years of age or older and otherwise have the legal capacity to enter into these Terms. UNDER 18: IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE YOUR CONSENT TO YOUR CHILD’S USE OF THE SERVICES OR CPG NFT TOKEN-GATED SERVICES, INCLUDING THROUGH YOUR ACCOUNT OR CPG NFT, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH CHILD’S ACCESS OR USE OF THE SERVICES AND CPG TOKEN-GATED SERVICES. Pursuant to 47 U.S.C. Section 230(d), as amended, CPG hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. The Services and CPG NFTs are not directed to, not intended for and may not be used by anyone under the age of 18.
From time to time CPG may offer or allow you to participate in promotions, giveaways, contests or sweepstakes (each, a “Promotion”) through the Services or based upon your ownership of a CPG NFT. Participation in any Promotion is subject to the Official Rules governing that Promotion. CPG may announce rules in connection with any Promotion, but regardless of whether specific rules are announced, all such opportunities will be controlled by the Terms, unless explicitly superseded by Promotion-specific rules. If you choose to participate in a Promotion, CPG may collect your personal information, such as your name, address, age, telephone number, email address or other contact information. In addition, as a condition to receiving any awards or prizes for participating in such Promotions, you may be required to provide additional information, to sign a release, or to authorize the use of certain biographical or other information about you in CPG’s advertising and marketing materials. Please also be aware that if a third party administers the Promotion, your participation may be subject to additional terms and conditions, and you should specifically read such third party’s rules, terms of service, and privacy policies before participating. You agree that CPG is not responsible for such third parties’ actions or inactions with respect to such Promotions.
18. Jurisdictional Issues
Regardless of the language used thereon, access to and use of the Services from any jurisdiction where the content, products or services is illegal is strictly prohibited. CPG makes no representation that the Services are appropriate or available for use in any jurisdictions outside the United States and those who choose to access or use any of the Services from such other jurisdictions do so on their own initiative and at their own risk, and are responsible for compliance with local laws, rules or regulations, including, without limitation, rules about the internet, data, email, or privacy. CPG reserves the right to limit the availability and quantity, if applicable, of the Services, the CPG NFTs, or any other product or service provided by CPG, to any person, geographic area or jurisdiction, at any time and in CPG’s sole discretion.
19. Export Control
Any software or application of or available on or in the Services is and CPG NFTs may be subject to United States export controls. No software or application or CPG NFT may be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or which is subject to other applicable U.S. trade sanctions; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. If applicable, by downloading or using any such software or application or by transferring or selling a CPG NFT, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside, regardless of whether such transmission is permitted under the Terms or by applicable law.
20. Unsolicited User Ideas
CPG does not accept or consider unsolicited ideas, including ideas for new promotions, products, applications, technologies, processes or other ideas or inventions (collectively, “User Ideas”). You must not transmit any User Ideas to or through the Services or to CPG that you consider to be confidential or proprietary. You agree that any and all User Ideas are non-confidential and non-proprietary and need not be treated as confidential and/or proprietary. You are responsible and liable for any User Ideas. You agree that by submitting any User Idea to CPG, including any concepts, know-how or ideas, you hereby transfer all rights in such User Idea to CPG (and its successors and assigns), without payment or accounting to you or others. CPG is not obligated to review, evaluate, publish, or use any User Idea.
Your right to access and use the Services and CPG NFT benefits will remain effective until terminated in accordance with the Terms. CPG may delete, suspend, terminate or block your access to the Services; suspend, terminate, modify, or delete your username’s access to the Services; or suspend, terminate, modify or delete your ability to obtain or access any of the CPG NFT benefits (all, a “termination”), with or without notice to you, at any time for any reason or for no reason, including without limitation, for violation or suspected violation of the Terms. For example, your access may be blocked without warning if CPG believes, in its sole discretion, that you have posted a Submission which is racist, sexist, or homophobic. Upon termination, your right to access and use the Services and Materials and/or the benefits of your CPG NFT will immediately cease. In addition to its termination rights, CPG also reserves the right to refuse service to anyone and to remove any content or Submission for any reason whatsoever in its sole discretion, including without limitation, if CPG becomes aware that you are a convicted felon or sex offender.Your license to your CPG NFT shall automatically terminate without notice, and all rights shall revert back to CPG if at any time you: (a) breach any of the Terms; (b) engage in illegal or unlawful activity related to any CPG NFT; (c) initiate any legal action against CPG or its successors or assigns, except as set forth in Section 30 herein; or (d) disparage CPG or any of its representatives. If CPG terminates and thereby causes your license and/or benefits to be revoked, you agree that CPG will not have any liability to you for such termination, for any time spent by you accessing or using the Services, for the loss of any CPG NFT benefits, and/or your information or data contained in or used with the Services, or for any other reason whatsoever. All provisions of the Terms that may reasonably be construed as surviving the termination of the Terms will survive any termination of the Terms.
22. Assumption of Risk
You understand and agree all risks associated with the following:
a) Volatility and Value
The prices of CPG NFTs are subjective and extremely volatile. The CPG NFT has no inherent or intrinsic value. Fluctuations in the price of cryptocurrencies can adversely and materially affect the value of any CPG NFT. CPG does not provide any guarantee that any CPG NFT will retain the original mint value or any value, as the value of the CPG NFTs is inherently subjective and subject to factors outside of CPG’s control
b) Ethereum Blockchain
CPG does not send, receive or store any CPG NFTs. All transactions occur solely within the Ethereum blockchain and not on any systems or networks controlled by CPG. Transactions involving CPG NFTs are generally irreversible. Losses due to fraudulent or accidental transactions are generally not recoverable.
c) Inherent Risks with NFTs and Cryptocurrency
There are many risks with NFTs and the use of cryptocurrencies, none of which CPG is has any responsibility or liability for, including, but not limited to, malicious software or apps, fraudulent transaction or NFTs, unauthorized access to and transactions from cryptocurrency wallets, and failure in software, hardware or internet connections.
You are solely responsible for determining if there are any taxes applicable to your mint, purchase, sale, transfer, receipt or any other transaction related to your CPG NFT. CPG is not responsible for determining, calculating or paying any such applicable taxes.
e) Uncertainty of Legal Landscape
The laws and regulations governing blockchains, cryptocurrencies and NFTs are uncertain and being developed and issued and ruled upon. As such, there may be new laws and regulations that may materially adversely affect CPG NFTs.
THE CPG NFTS AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MATERIALS, PRODUCTS OR SERVICES OBTAINED ON OR AVAILABLE THROUGH THE SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF THE CPG NFTS AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MATERIALS, PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE SERVICES, IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CPG AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. CPG AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE CPG NFTS OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MATERIALS, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SERVICES, WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR CPG NFTS (OR ANY PART THEREOF), THE SUBMISSIONS, THE SERVER(S) ON WHICH THE CPG NFTS OR SERVICES ARE HOSTED, OR ANY MATERIALS, PRODUCTS OR SERVICES AVAILABLE ON THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CPG NFTS ARE DIGITAL INTANGIBLES AND EXIST ONLY ON THE ETHEREUM BLOCKCHAIN AS RECORDED BY THE MINT AND ANY SECONDARY TRANSACTIONS. CPG NO CONTROL OVER THE ETHEREUM BLOCKCHAIN AND MAKES NO GUARANTEES THAT ANY MINT OR TRANSACTION WILL OCCUR, WILL BE ERROR FREE, OR WILL EFFECTIVELY TRANSFER ANY CPG NFT. YOU HAVE THE SOLE RESPONSIBILITY TO VERIFY THE IDENTITY, LEGITIMACY AND AUTHENTICITY OF ALL NFTS YOU MINT AND/OR PURCHASE, INCLUDING CPG NFTS. NOTWITHSTANDING ANY MESSAGES IN YOUR WALLET THAT SUGGEST VERACITY OR VERIFICATION, CPG MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY OR AUTHENTICITY OF ANY CPG NFT NOT MINTED ON CPG’S WEBSITE. NO OPINION, ADVICE OR STATEMENT OF CPG OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON OR IN THE SERVICES, IN THE MATERIALS, OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. BECAUSE SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
24. Limitation of Liability
You agree to indemnify, defend and hold harmless CPG, its subsidiaries, affiliates, licensors, suppliers, advertisers and sponsors, and its and their directors, officers, employees, consultants, agents and other representatives, from and against any and all claims, damages, losses, costs (including without limitation, reasonable attorneys’ fees and expenses) and other costs and expenses that arise directly or indirectly out of or from or are related to: (a) any allegation that you violated any law or the rights of any third party, including, but not limited to, any allegation that any Submission or any information you post, submit to CPG or transmit to or through the Services, including the Forums, infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or any other right of any third party; (b) your breach or violation of the Terms, including the Codes, or any applicable laws or regulations; (c) your access to and use of or inability to use any of the CPG NFTs, the Services, the Materials or the Submissions; (d) any viruses, spyware, or other similar harmful or intrusive program code posted, submitted or transmitted by you to or through the Services or to CPG or any other user of the Services or CPG NFT token-gated services; and/or (e) any claim that one of your transmissions or postings, Submissions, or User Ideas caused or is alleged to have caused (and/or is causing) damage to a third party, including without limitation, libel, defamation, loss of or harm to reputation or any other damage whatsoever. CPG and its successors and assigns reserve the right, at their own expense, to participate in and/or assume control of the defense of any matter subject to indemnification by you under this Section 26. You agree to fully cooperate with CPG and its successors and assigns for all such indemnification matters.
26. Notice for California Users
Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at California Department of Consumer Affairs, Consumer Information Center, 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 in order to resolve a complaint regarding the services or to receive further information regarding use of the service. You may have the Terms mailed to you electronically by sending a letter to Club CPG, Inc.
28. System Outages
CPG and its third-party providers periodically schedule system downtime for the Services and the systems they are hosted on for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that CPG has no responsibility and is not liable for: (a) the unavailability of the Services, the Materials or the CPG NFT graphic files; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, the Materials or CPG NFT files, any Internet service providers, any Internet facility or network, any distributed or decentralized network or service provider, or any cellular providers or services. In addition, the availability of the Services and CPG NFT token-gated services may be restricted or disturbed, from time to time, in the following cases: (i) disruption of your Internet connection or cellular network; (ii) service failure of your own device(s); (iii) failure to update to the current version of the software or apps required to access or use the Services; or (iv) due to a Force Majeure Event (a “Force Majeure Event means any cause or circumstance beyond the reasonable control of CPG, including, but not limited to, pandemics, epidemics, natural disasters, wars, civil unrest or social conflicts).
29. Statute of Limitations
Any claim or cause of action arising out of or related to the Terms, use of the Services, your CPG NFT, and/or your Submissions or User Ideas (collectively, “Disputes”) must be filed within one year after such Dispute arose regardless of any statutes or law to the contrary. In the event any Dispute is not filed within such one-year period, such Dispute is forever barred.
30. Choice of Law/Venue/Dispute Resolution
The Terms are governed by and construed in accordance with the laws of the State of California, without regards to its principles of conflicts of law that would require the application of the laws of another jurisdiction. All Disputes between you and CPG shall be exclusively resolved by arbitration as set forth below.
YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN A COURT OF LAW BEFORE A JUDGE OR JURY.
JURY TRIAL WAIVER
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY DISPUTE BE TRIED BY A JURY. YOU ACKNOWLEDGE THAT THIS JURY TRIAL WAIVER MAY DEPRIVE YOU OF AN IMPORTANT RIGHT AND YOU HAVE KNOWINGLY AND VOLUNTARILY AGREED TO WAIVE SUCH RIGHT. Any Disputes involving a claim of less than $5,000 must be resolved exclusively through binding non-appearance-based arbitration. A party electing such arbitration shall initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA). The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes (see adr.org for more information). In addition, you and CPG agree that the following rules shall apply to the arbitration proceedings: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any Disputes involving a claim for more than $5,000 shall be submitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act (“FAA”). The arbitration shall be initiated and conducted according to the AAA Commercial Arbitration Rules (see adr.org for more information), except as modified herein. The arbitration shall be conducted in San Diego, CA before a single, neutral arbitrator appointed in accordance with the arbitration rules cited herein, and whose decision will be final, except for a limited right to appeal under the FAA. The arbitrator shall have the authority to hear and grant motions to dismiss and/or motions for summary judgement, and shall issue written opinions resolving such motions, if submitted. The arbitrator will provide a detailed written statement of the final decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. If either party refuses to perform any or all of its obligations under the final arbitration award (following, appeal, if applicable) within thirty (30) days of such award being rendered, then the other party will have the right to enforce the final award in any court of competent jurisdiction in San Diego, CA. The party seeking enforcement shall be entitled to an award of all costs, fees, and expenses, including, without limitation, attorneys’ fees. The parties shall use reasonable efforts to maintain the confidential nature of the arbitration proceeding.
CLASS ACTION WAIVER
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR DISPUTE UNDER THE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR DISPUTE, INCLUDING ANY ARBITRATION OR DISPUTE INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ACTION ARBITRATION PROCEEDINGS OR ANY PROCEEDINGS IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY SHALL BE PERMITTED. PROCEEDINGS TO RESOLVE, ARBITRATE OR LIGITATE (IF APPLICABLE) A DISPUTE IN ANY FORUM WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS.
31. Mobile Terms.
To use the Services and CPG NFT token-gated services on your mobile device, you must have a wireless mobile device with cellular or wireless service through a participating mobile service provider. You may be able to subscribe to receive, from time to time, SMS messages (text messages) from CPG. Any subscription SMS will include instructions for unsubscribing, which may vary depending on how you obtain access to the Services. You agree that are solely responsible for all message & data charges that you incur from your mobile service provider for your use of the Services. Please contact your mobile service provider for pricing and details.
All notices required or permitted to be given under the Terms must be in writing and shall be given by personal delivery, registered or certified mail, or Federal Express or other nationally recognized courier service which regularly tracks its packages, and if to you, to the email, direct message and/or postal address associated with your account or which you have provided to CPG via anywhere in or on the Services, via telephone, or via email or regular mail. Notices, if personally delivered, shall be deemed to have been received on the date of delivery; if by registered or certified mail, on the third business day after mailing; if by Federal Express or email, on the second business day after deposit with the service. You may not send any notices under this Section to CPG via email.
The Services are provided by Club CPG LLC. If you have any questions, comments or complaints regarding the Terms, the Services or the Materials, please feel free to contact us at CLUB CPG LLC, 340 S LEMON AVE #2487, WALNUT, CA 91789 or email@example.com (with the subject line “Questions, Comments or Complaints”).