TERMS OF SERVICE
Last Revised on December 19th 2022
Welcome to MOMENTICA! These Terms of Service (these “Terms”) form an agreement between you and Levvels Inc. (“Levvels”, “we” or “us”) regarding your use of our products and services, including but not limited to any content, tools, forums, chat servers, features and functionality offered (collectively, the “Services”), on the MOMENTICA website located at momentica.com (the “Website”), the MOMENTICA mobile application (the “App”), and any other means of access to the Services that may become available from time to time (collectively, the “Platform”). By accessing and/or using the Services, you are agreeing to these Terms, for or on behalf of yourself (and any members of your household and others who use any Services under your Account, as defined below).
For purposes of these Terms, “User”, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
| Section 8 contains a mandatory arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us related to the Services through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) to waive your right to participate in class actions, class arbitrations, or representative actions in connection with your use of the Services. You have the right to opt-out of arbitration as explained in Section 8. |
1. SERVICES
1.1 Defined Terms. In addition to the capitalized terms used and defined throughout these Terms, the following capitalized terms have the following meanings:
(a) “TAKE” means an NFT (as defined below) that is minted and sold directly by or on behalf of Levvels through the Services, and that is associated with certain Content (as defined below) made available by Levvels.
(b) “Content” means content, materials, art, design, and drawings (in any form or media, including, without limitation, video or photographs).
(c) “Levvels Wallet” means a digital wallet that is set up by Levvels or its service providers and compatible with the applicable blockchain on which the TAKEs may be stored or transferred.
(d) “NFT” means a non-fungible token or similar digital item implemented on a blockchain, and which may use smart contracts to link or otherwise be associated with certain Content or other data. The NFT is separate and distinct from the Content or any other Third Party IP with which it is linked or associated.
(e) “Third Party IP” means any third party copyrights, trade secrets, trademarks, know-how, patent rights or any other intellectual property rights recognized in any country or jurisdiction in the world.
1.2. Overview of the Services and TAKEs. The Services may allow you to post, sell, purchase, bid on, collect, trade, gift and showcase TAKEs. Levvels may mint the TAKEs on various blockchains as we may designate from time to time. Levvels will endeavor to display which blockchain a TAKE is minted on at the time of purchase. When you purchase a TAKE, you own the NFT but you do not own any intellectual property rights in the Content except for the license grants expressly set forth herein in Section 4 (Ownership, Content and Your Content). You can use and display TAKE within certain of the Services.
1.3. Types of TAKEs. TAKEs may be sold by Levvels to you as an individual TAKE or in packs consisting of multiple TAKE and that may be randomly allocated to each pack (each, a “TAKE Pack”). When you purchase a TAKE Pack from us, we will generally advise how many individual TAKEs will be in such TAKE Pack and the types of individual TAKEs that may be available in such TAKE Pack.
1.4. Trading of TAKEs on the Platform. Notwithstanding anything in these Terms to the contrary, Levvels may, in its sole discretion, decide whether to allow trading of certain or all TAKEs with other Users by providing or restricting access to certain relevant features on the Platform. In case Levvels decides to allow trading of certain TAKEs between Users, you may sell, purchase, gift and trade such TAKEs on the Platform with other Users. The Platform may facilitate transactions for purchases and sales of TAKEs between Users; however, we are not a party to any sales agreements between buyer Users and seller Users on the Platform, and we’re not responsible for any breach or default by a buyer Users or seller User. That said, we reserve the right to be the final decision maker on any disputes arising from purchases of TAKEs between Users via the Platform. If you have a dispute with one or more Users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) 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 only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. With respect to transactions of TAKEs between Users, we collect revenue on the Platform for such transactions via transaction fees and other applicable fees which we will endeavor to display when you conduct such trades with the Platform. There may also be third party fees, including, for example, gas blockchain fees in connection with minting your TAKEs or processing certain of your other transactions through the blockchain while you use the Platform.
1.5. Connected Services. You may be able to display and showcase certain of your TAKEs within third-party applications and services that have integrated with the Services to allow the TAKEs to be displayed on their applications and services (“Connected Services”). The Connected Services are owned and operated by third parties and are not owned or controlled by us. Thus, we can’t make any guarantee or promise about the functionality or nature of any Connected Services, including whether you’ll be able to display and use your TAKE within any Connected Services.
1.6. Modifications to Services. Levvels has the right, at any time and without liability, to modify, alter, update, or eliminate the features, navigation, appearance, functionality and other elements of the Services, and any aspect, portion or feature thereof. Levvels reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any TAKE or to refuse to provide any User with any TAKE.
2. User Accounts, WALLETS and Payment
2.1. Eligibility. You must be 13 years of age or older to use the Services. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services and only with the involvement of such minor’s parent or guardian. Children under the age of 13 are not permitted to use the Services. By using the Services, you represent and warrant that you meet these requirements. In furtherance of our policy of not collecting personal information from persons under the age of 13, Users are not allowed to give Levvels the personal information of any persons under the age of 13 for delivery or any other reason.
2.2 Creating and Safeguarding Your Account. To use certain of the Services, you may need to create an account (“Account”) on the Services. You agree to provide us with accurate, complete and updated information for your Account. Parents or guardians may create a household profile under their Account (“Household Profile”) to link with Accounts for members of their household that are minors under the age of majority in their jurisdiction but that are at least 13 years of age, in order to allow such members to access certain of the Services under such parent’s or guardian’s Account. You can access, edit and update your Account and any Household Profiles under your Account via the account information page of the Platform. By creating an Account, you represent and warrant that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State. You are solely responsible for any activity on your Account and any associated wallets (whether a Levvels Wallet or otherwise) and for maintaining the confidentiality and security of your password of the Account and pin for your Levvels Wallet. We are not liable for any acts or omissions by you in connection with your Account and/or Levvels Wallet, and we are not liable for any loss as a result of your Account and/or Levvels Wallet being compromised. You must immediately notify us through our customer service center if you know or have any reason to suspect that your Account or password (and/or Levvels Wallet or pin) has been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your, or we previously banned you from any of our Services, unless we provide written consent otherwise.
2.3. One Account per User. Each individual User may only have one Account. We reserve the right, in our sole discretion, to determine whether you have or control more than one Account. Levvels further reserves the right to suspend or terminate any Account that it deems to be in excess of the one Account permitted per individual User. During any period of suspension of an Account, you will not be able to perform any actions on the Services through that Account.
2.4. Household Profiles. If you join a Household Profile, the members of your household that are part of such Household Profile may access certain of your Account information, including but not limited to your name, profile picture, and email address. When a Household Profile is created, the designated Household Profile manager (the “Household Manager”) can add a household payment method for use by the members of his or her household that are part of such Household Profile (each, a “Household Member”), subject always to the Household Manager’s approval, and the Household Manager shall be responsible for any purchases by its Household Members with such household payment method. If you are a Household Manager, you represent and warrant that you are of the age of legal majority or older in your jurisdiction. If you are a Household Manager and approve your Household Member’s transaction, you acknowledge and agree that you will be treated as a party to such transaction as if you made the transaction yourself.
2.5. Wallets. To transact in TAKE on the Platform (such as purchasing or selling NFTs), you will need to create an Account. When you create an Account, we may allow you to associate your account with a Levvels Wallet. Each Levvels Wallet can only be linked to one Account. The Levvels Wallet is a custodial wallet that is set up and operated by Levvels. The private keys necessary to decrypt the Levvels Wallet are maintained as a shared function between you and Levvels. Levvels has no ability to access the private keys without your participation and has no obligation to provide these private keys to you now or at any time in the future. Levvels will, at our discretion, allow you to select a pin specific to your Levvels Wallet, which you may need to enter into in connection with any trading, selling, gifting or otherwise transferring your TAKE with another User on the Platform, and Levvels will transfer your TAKE to another User only with your instruction. Do not deposit, transfer, upload (or attempt any of the foregoing) any other cryptocurrency, NFTs, or other digital assets from outside the Platform into any Levvels Wallet other than TAKEs, unless Levvels expressly permits you to do so as part of the functionality of the Levvels Wallet. Any such transferred item or items may be lost, and Levvels assumes no responsibility for any such loss. We may terminate the offering or support of Levvels Wallets at any time, in our sole discretion.
2.6. Platform. In order to transact on the Platform, we or our service providers may require you to provide additional information and documentation as required by applicable law or regulation, including laws related to anti-money laundering. In such cases, we, in our sole discretion, may pause or cancel your transactions within the Platform until we, and/or our service providers, have reviewed these documents and accepted them as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documentation in response to such a request, your transactions may not be processed on the Platform. You acknowledge that there may also be a time delay between the time when you submit such information and when we and/or our service providers are able to complete any anti-money laundering, know-your-client or similar checks.
2.7. Verification and Payment.
(a) The Platform of the Services allows you to purchase and otherwise transact in TAKEs. You acknowledge and agree that all information you provide with regards to a purchase of TAKEs, including, without limitation, credit card or other payment information that the Services may accept through a third-party platform or system from time-to-time, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to a third-party platform or system that fulfills payments for TAKEs, including, without limitation, any credit card you provide when completing a transaction. When you purchase a TAKE or, if you are a Household Manager and approve a transaction by your Household Member(s), you (i) agree to pay the price for such TAKE as set forth in the applicable Service, any charges necessary to the fulfillment of the TAKEs, including any required gas fees, and all applicable taxes (which may include, without limitation, sales, use, value-added and other taxes, duties and assessments other than taxes on our net income) in connection with your purchase (the “Full Purchase Amount”), and (ii) authorize a third-party platform or system that fulfills payments for TAKEs to charge your credit card or other payment method for the Full Purchase Amount.
(b) You acknowledge that with respect to TAKEs, Levvels may impose a fee on any secondary sales of such TAKE after your initial purchase.
(c) All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Orders will not be processed until payment has been received in full, and Levvels and/or its service provider(s) completes all purchaser identification and registration procedures, including, but not limited to, completing any anti-money laundering and/or anti-terrorism financing checks, that Levvels and/or its service provider(s) may require to its or their satisfaction, and any holds on your account by any payment processor are solely your responsibility. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable, or if in our or our service provider’s opinion, you do not satisfy our or their identification and registration procedures.
(d) We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Platform. We do not provide refunds for any transactions that you might make on or through the Platform or if you are a Household Manager, any transaction a Household Member makes after you approve such transaction – whether for TAKEs or anything else.
(e) You are solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us, you: (i) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services or in relation to a TAKE; (ii) will pay or reimburse Levvels and/or our service provider(s) (as applicable) for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (iii) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including blockchain gas fees or similar transaction fees) made to us pursuant to these Terms.
(f) Any TAKE that you acquire on the Platform will be assigned to the Levvels Wallet associated with your Account, and will be recorded on the applicable blockchain. Levvels has no obligation or liability to you for keeping, storing, or helping you recover any TAKE that you purchase hereunder.
2.8. Auctions. TAKEs may be sold on the Platform as part of an auction. As soon as you place and confirm your bid amount in an auction or if you are a Household Manager, after you approve a Household Member’s bid, you agree that you may not be able to amend, retract, or revoke your bid. We are not responsible for any errors made in your bidding. You may submit a bid only between the dates and times specified for the applicable TAKE or as otherwise permitted by us in our sole discretion. We may extend the bidding window so that a buffer period exists between the last bid and the closing time of the bidding window. Such extensions may continue until there is no more bidding activity on the applicable TAKE. We reserve the right, in our sole and absolute discretion, (i) to reject, revoke, or refuse to accept any bid (even those that have been previously accepted), (ii) to withdraw any TAKE from being eligible for purchase (whether during or after the sale), (iii) to restart or continue the bidding even if the bidding has finished, (iv) in the case of any error or dispute (whether during or after the sale), to continue the bidding, determine the successful bidder, cancel the sale of the TAKE, and/or re-offer and re-sell any TAKE, and (v) to be the final decision maker on any disputes arising from purchases via the Services, including in connection with any auctions.
2.9. Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes, credits or similar offers (“Promotional Codes”) that may be redeemed for future TAKEs or discounts on such TAKEs, or other features or benefits related to the Services, subject to any additional terms that Levvels establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by Levvels; (d) may be disabled or have additional conditions applied to them by Levvels at any time for any reason without liability to Levvels; (e) may only be used pursuant to the specific terms that Levvels establishes for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
3. USE of the Services
3.1. Interaction with Users on the Services. You are responsible for your interactions with other Users on the Services. While we reserve the right to monitor interactions between Users, we are not obligated to do so, and we cannot be held liable for your interactions with other Users, or for any User’s actions or inactions. If you have a dispute with one or more Users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) 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 only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
3.2. Rules of Conduct. We have to set some ground rules on your use of the Services, so that other Users can enjoy the Services, and to protect our and our licensors’ rights. Accordingly, you may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our prior written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to establish Accounts, perform any transaction on the Services, or modify or make use of the Services in any way;
(e) except as expressly permitted hereunder, exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(f) engage in sham transactions, wash trading, fraud, price pumping, price-fixing, sham bidding or any other type of deceptive or manipulative conduct;
(g) create fictitious or multiple accounts or work with others to transact with TAKEs for the purpose of influencing their market price, including to devalue or overvalue TAKEs;
(h) engage in activity that creates a false or misleading appearance of activity in TAKEs to improperly influence their market price;
(i) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
(j) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other Users, or the computer systems or networks connected to the Services;
(k) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(l) use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
(m) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
(n) use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is fraudulent, defamatory, obscene, hateful or otherwise objectionable;
(o) infringe or violate the intellectual property rights or any other rights of anyone (including Levvels or its licensors providing Content) in connection with your use of the Services (except for such permitted use of Content provided for in these Terms);
(p) violate any applicable law or regulation in connection with your access to or use of the Services;
(q) harass, bully, impersonate or intimidate other Users;
(r) promote or participate in hate speech that promotes discrimination or violence on the basis of race, ethnicity, gender, sexual orientation, religion, socioeconomic status, age or disabilities;
(s) share vulgar or sexually explicit content or otherwise make adult content available to other Users; or
(t) access or use the Services in any way not expressly permitted by these Terms.
3.3. Usage Restrictions.
(a) We may restrict your login to the Services in the event of the following:
(i) If you are on the list of Restricted Persons (as defined below) or located in a Restricted Country (as defined below);
(ii) If you repeatedly trigger Section 3.3(b) or (c); or
(iii) If any event or reason similar to paragraphs (i) or (ii) above arises or such restriction is required to prevent the occurrence of such event or reason.
(b) We may delete your profile picture in the event of the following:
(i) If your upload or use of a profile picture violates Sections 3.2(c), (n), (o), (p), (q), (r), or (s);
(ii) If any event or reason similar to paragraph (i) above arises or such restriction is required to prevent the occurrence of such event or reason.
(c) We may restrict your purchase, sale, trading or payment via the Services in the event of the following:
(i) If you attempt to participate in any event held on the Platform in a disruptive manner;
(ii) If you attempt to purchase, sell, trade, or make payment in a disruptive manner (e.g., by repeatedly registering to and withdrawing from the Services);
(iii) If you directly request a refund of your payment on the Services through a third party (e.g., a payment service provider); or
(iv) If any event or reason similar to paragraphs (i)-(iii) above arises or such restriction is required to prevent the occurrence of such event or reason.
(d) If we impose a restriction on your usage of the Services pursuant to this Section, we may cancel any of your outstanding orders for protection of your assets.
3.4. Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or Services (including the Marketplace) will be available in, or that orders for TAKE can be placed from, any particular geographic location. As part of the Services, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages (if provided-for) through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from Levvels. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from Levvels.
3.5. Mobile Software from the Apple App Store. The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and Levvels, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and Levvels acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and Levvels acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Levvels, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third party terms of agreement when using the App. You and Levvels acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
3.6. Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.
4. Ownership, Content AND YOUR CONTENT
4.1. Services. The Services, including their “look and feel” (e.g., text, graphics, images, and logos), proprietary content, including the Content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Levvels and/or its licensors own all right, title and interest in and to the Services and Content (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (including the Content) (other than Your Content (as defined below)).
4.2. License to Content. If you purchase a TAKE, then subject to your compliance with these Terms, Levvels hereby grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content for such purchased TAKE, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of the Services; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your TAKE, provided that the website/application cryptographically verifies each TAKE’s owner’s ownership of the TAKE. This license only lasts as long as you are the valid owner and holder of the TAKE associated with the licensed Content. If you sell or transfer the TAKE to another person, this license will transfer to such other owner or holder of the TAKE, and you will no longer have the benefits of such license. All rights not expressly granted are reserved.
4.3. License Limitations. You agree that you may not, nor permit any third party to do or attempt to do any of the following without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Content for your TAKE in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Content for your TAKE to advertise, market, or sell any third party product or service; (c) use the Content for your TAKE in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Content for your TAKE; (e) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content for your TAKE; or (f) otherwise utilize the Content for your TAKE for your or any third party’s commercial benefit. If the Content associated with your TAKE contains Third Party IP (e.g., licensed intellectual property from any rights holder, such as third party brands, logos or designs), you understand and agree as follows: (i) that you will not have the right to use such Third Party IP in any way except as incorporated in the Content for your TAKE, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Content; and (iii) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained herein.
4.4. Ownership of Trademarks. Levvels’ name, trademarks and logos, and all related names, logos, product and service names, designs and slogans are trademarks of Levvels or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
4.5. Right to Use Services. Except as expressly permitted herein, we hereby permit you to use the Services for your personal non-commercial use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms, provided that your license in any Content in connection with any TAKE is solely as set forth in the license grants and restrictions set forth in this Section 5. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Levvels, in its sole discretion, may elect to take.
4.6. Your Content License Grant. In connection with your use of the Services, Levvels may provide features and services through which you may be able to post, upload, or submit pictures, content, comments, images and other content to be made available for viewing by other Users through the Services (“Your Content”), such as user comments, blog posts and account pictures. In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that, if made an available feature by Levvels, the other Users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. To the fullest extent permitted by applicable law, Levvels reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. To the fullest extent permitted by applicable law, we have the right to (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of Users of the Services or the public, or could create liability for Levvels or other Users.
4.7. Notice of Infringement – DMCA (Copyright) Policy
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
(a) identification of the copyrighted work that is claimed to be infringed;
(b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
(c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
(d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
(e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
(f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by mail to: Levvels Inc., Attn: Legal Department, 2110 Colorado Ave. #200, Santa Monica, CA 90404, USA; or by e-mail to legal@levvels.io. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of Users who repeatedly infringe copyrights or intellectual property rights of others.
4.8. Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Levvels, and Levvels may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Levvels any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
5. Third Party Services and Materials
5.1. Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites, such as the Connected Services. By using the Services, you acknowledge and agree that Levvels is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites, including those of any Connected Services. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
6. Disclaimers, ASSUMPTIONS OF RISKS, Limitations of Liability, FORCE MAJEURE and Indemnification
6.1. Disclaimers.
(a) Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Levvels, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Levvels Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Levvels Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Levvels Entities or through the Services, will create any warranty or representation not expressly made herein.
(b) THE LEVVELS ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
(c) YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE LEVVELS ENTITIES WILL BE RESPONSIBLE FOR.
6.2. Assumption of Risks.
(a) You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These including, but are not limited to, risk of losing access to NFT due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.
(b) You acknowledge and affirm that you are solely responsible for your interactions with other Users in connection with the Platform, including with respect to any trading of TAKEs. Levvels will have no liability or responsibility for your interactions with other Users. Levvels reserves the right, but has no obligation, to become involved in any way with disputes between you and any other Users.
(c) The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value outside of their intended use. You acknowledge and affirm that you are collecting, trading or purchasing TAKE for purposes of acquiring digital collectibles for your personal use and enjoyment, and not for any investment, commercial or speculative purposes. Any economic benefit that may be derived from appreciation in the value of the TAKE is incidental to obtaining it for its collectible purpose. You agree that TAKEs are not to be used as a substitute for currency or medium of exchange or redistribution and that you are not acquiring any equity or other ownership or revenue sharing interest in Levvels, its affiliates or any brand as a result of your acquisition of TAKE. You warrant and covenant that you will not portray the TAKE as an opportunity to gain an economic benefit or profit, or as an investment or equity interest.
(d) We will use commercially reasonable efforts to deploy secure and functional smart contracts underlying TAKE minted directly by Levvels. However, we will not be liable or responsible to you for any failure in the intended function of such smart contracts, or any bugs, viruses, exploits, logic gaps, or malicious code which may be incorporated into any such smart contracts, or which could be used to commit fraud or otherwise cause harm. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same. Further, we will not be liable for any failure in the storage system used to store any Content that is linked to or associated with TAKEs, or for any failures in the underlying blockchain on which the NFT ownership may be recorded.
(e) The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Platform, and therefore the potential utility or value of your TAKE. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your TAKE.
(f) Any purchase or sale you make, accept or facilitate outside of the Platform of any TAKE will be entirely at your risk. We do not authorize, control or endorse purchases or sales of TAKE outside of the Platform. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in any TAKE outside of the Platform.
6.3. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE LEVVELS ENTITIES BE LIABLE (A) FOR ANY INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE LEVVELS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE LEVVELS ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE LEVVELS ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR TAKE PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
6.4. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, including operating the Platform, when and to the extent such failure or delay is caused by or results from any events beyond Levvels’ ability to control, including acts of God, flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
6.5. Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Levvels Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Levvels Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, or (e) your negligence or willful misconduct. If you are obligated to indemnify any Levvels Entity hereunder, then you agree that Levvels (or, at its discretion, the applicable Levvels Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Levvels wishes to settle, and if so, on what terms, and you agree to fully cooperate with Levvels in the defense or settlement of such claim.
7. LOCATION OF OUR PRIVACY POLICY AND ADDITIONAL POLICIES
7.1. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://momentica.com/docs?type=privacy.
8. ARBITRATION AND CLASS ACTION WAIVER
8.1. Informal Dispute Resolution. If you have any dispute with the Levvels Entities, you agree to first contact our customer service center and make a good faith effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
8.2. Arbitration Agreement. We hope that we are able to resolve any dispute through the informal dispute resolution process. In the event there is any remaining dispute, controversy, or claim (collectively, “Claim”) after the informal dispute resolution process described above relating in any way to your use of Levvels’ services and/or products, including the Services, you and Levvels agree that such Claims will be resolved by arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. You and Levvels agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. The seat of arbitration will be Los Angeles, California. However, if such venue is unduly burdensome for you, you have a right to have the arbitration conducted via telephone, or as an in-person hearing in your hometown area (if you live in the United States) or another location that is reasonably convenient to you.
8.3. Waiver of Class Actions and Class Arbitrations. You and Levvels agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Levvels agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
8.4. Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Levvels will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
8.5. Opt-Out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these Terms by sending written notice of your decision to opt-out to our customer service center. The notice must be sent to Levvels within thirty (30) days of your registering to use the Services or agreeing to these Terms (or if this Section 8 is amended hereafter, within 30 days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with these Terms, and the notice must specify your name and mailing address. If you opt-out of these arbitration provisions, Levvels also will not be bound by them.
8.6. Exceptions. Notwithstanding anything in these Terms to the contrary, you may instead assert your Claim in “small claims” court, but only if your Claim qualifies, and only if your Claim remains in such court and your Claim remains on an individual, non-representative and non-class basis. You and Levvels have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, or if the Claim relates to intellectual property infringement or misappropriation.
8.7. Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 8.2 above, or if arbitration does not apply, then the state and federal courts located in Los Angeles county, California.
9. Additional Provisions
9.1. Promotions. From time to time, we may offer you the chance to participate in contests, giveaways, surveys, or similar promotions (collectively, “Promotions”) in connection with your use of the Services. The Promotions may be governed by rules that are separate from these Terms. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.
9.2 Phone Calls, Emails, and SMS Messaging. Certain portions of the Services may allow us to contact you via telephone, email, or text messages. You agree that Levvels may contact you via telephone, text messages, or emails (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any TAKE. You may choose to opt out of receiving phone calls, emails, and text messages from us at any time by configuring your notification settings on the APP or the Website. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.
9.3. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the Services. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
9.4. Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by Levvels will terminate automatically. Additionally, Levvels may suspend, disable, or delete your Account (including disabling, invalidating or otherwise rendering inoperable your Levvels Wallet) and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If Levvels deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, Levvels may, but is not obligated to, delete any of Your Content. Levvels shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Levvels or you. Termination will not limit any of Levvels’ other rights or remedies at law or in equity.
9.5. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Levvels for which monetary damages would not be an adequate remedy and Levvels shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
9.6. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
9.7. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services, the TAKE and/or other information or materials provided by Levvels hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country (the “Restricted Country”), or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List (the “Restricted Person”). By using the Services, you represent and warrant that you are not located in a Restricted Country, and that you are not a Restricted Person. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
9.8. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Levvels but may not be assigned by you without the prior express written consent of Levvels. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and Levvels agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
9.9. How to Contact Us. You may contact our customer service center regarding the Services or these Terms.
Special Rules on Korean Users
Notwithstanding any provisions contained in these Terms, these Special Rules shall prevail these Terms and apply to the Users who reside or are located in the Republic of Korea.
1. Consent and Amendment to these Terms. Notwithstanding the preamble of these Terms, provisions contained in Section 9.3 of these Terms and other provisions whereby these Terms or any amendments thereto shall apply to and be binding upon the Users under these Terms, the Company shall apply these Terms and Special Rules to the Users and the Users shall be bound by these Terms and Special Rules subject to the Users’ explicit or implicit consent to these Terms and Special Rules; provided, however, that, upon an amendment to these Terms or Special Rules made after a User’s joining the Service, if it is expressly notified in advance that certain grace period is granted to the User and such User’s act of continuously making use of the Service even after the lapse of the applicable grace period shall deemed a consent to these Terms or Special Rules, the User shall be deemed to have consented to the amended Terms or the amended Special Rules by making use of the Service after the lapse of the applicable grace period.
2. Service Changes. Notwithstanding the provisions contained in Section 1.6 of these Terms, if the Company makes changes to any material contents of the Service, the Company shall provide prior notice thereof to the Users, unless such notice is prohibited under laws and regulations or it is inevitably impossible to provide such prior notice, in which case the Company may omit or provide such notice afterwards.
3. Service Usage Restrictions, Cancellations and Terminations. Notwithstanding the provisions contained in Section 9.4 of these Terms, if the Company finds a User in violation of these Terms pursuant to the grounds set forth under Articles 2.3, 2.7(c), 3.2, 3.3, and 4.6 of these Terms or other grounds equivalent thereto, the Company may suspend, deactivate, or delete (including by disabling, invalidating, or rendering inoperable a User’s Levvels Wallet) a User’s account and/or the Service (in whole, or in part), restrict a User’s ability to rejoin the Service in accordance with these Terms, or take any other measures equivalent thereto. In such event, the Company shall provide prior notice thereof to the relevant User, unless such notice is prohibited under laws and regulations, or the Company reasonably believes that the provision of such notice may cause harm or liability to the User, the Company, or the Company’s affiliates (e.g., if the provision of such notice would be in violation of relevant laws or legal enforcement authority’s orders).
4. Eligibility of Users. Notwithstanding the provisions contained in Section 2.1 of these Terms, the Users who reside or are located in the Republic of Korea must be 14 years of age or older to use the Service.
5. Withdrawal and Cancellation of Offer. Notwithstanding the provision contained in Section 2.7, Paragraph (d) of these Terms, the Users have the right to withdraw an offer with respect to purchase transactions of Levvels NFT to the extent required under the Act on the Consumer Protection in Electronic Commerce, etc. (the “E-Commerce Act”); provided, however, that the Company may restrict a User’s right to withdraw an offer to the extent duly permitted under the E-Commerce Act, and the details thereof shall be separately notified in the applicable purchase procedure. With respect to a transaction executed by and between a User who is a minor and the Company, the User or the User’s legal guardian may cancel the contract if the User failed to obtain consent of his or her legal guardian.
6. Indemnification and Damage Compensation. Notwithstanding the provisions contained in Sections 1, 2, 4 and 6 of these Terms and other provisions intended to indemnify the Company and limit the Company’s liabilities, whether entirely or partially, as set out under these Terms, if any damage is inflicted on a User due to the Company’s willful or gross negligence in connection with these Terms and the Service, the Company shall be held responsible to compensate damages for the User within the extent of the liabilities with proximate causal relationship, as admitted under the laws and regulations, to the extent of the use amount paid by the User to the Company during the immediately preceding one (1) year.
7. Disputes and Jurisdiction. Notwithstanding the provisions contained in Section 8 of these Terms, any claims and disputes arising out of these Terms and the Service shall be determined in accordance with the regulations of the competent courts as set out in the Civil Procedures Act and the E-Commerce Act of the Republic of Korea, and the parties shall be entitled to raise an action to resolve the disputes regarding these Terms and the Service within the scope and during the period as permitted by Korean laws and regulations.
Special Rules on Japanese Users
Notwithstanding any provisions contained in these Terms, these Special Rules shall prevail these Terms and apply to the Users who reside or are located in Japan.
1. Indemnification and Damage Compensation. The limitation of liability of the Company set forth in Section 6.3 of these Terms shall not apply in the event of the Company’s willful or gross negligence.
2. Updating These Terms. These Terms may be modified from time to time in the event there is an addition or cancellation of the Services, change of the contents of the Service, or a reasonable change of these Terms. We will update the “Last Revised” date at the top of these Terms and will provide notice of the change, including the purpose and specifics of the modified Terms, including the date such change will become effective by publishing on the Company’s website or through other reasonable methods.