Last Updated December 2022.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.
1. DESCRIPTION OF OUR SERVICES; ELIGIBILITY; USERS OF OUR SERVICES
The Platform is a no-code launch pad service that automates almost all aspects of launching and running an non-fungible token (“NFT”) collection on any blockchain. Our Services enable the launch of such NFT collections on a user-dedicated, white-labeled Mint Site. WenMint’s Discord Channels, hosted on the communication platform Discord, foster community and serve as a forum where users can chat with WenMint about the creation and launch of their NFT collections and activity on their Mint Sites. In addition to these Terms of Service, your use of our Discord Channels is subject to the terms and conditions of Discord’s platform (the “Discord Terms”). Notwithstanding anything to the contrary in these Terms of Services, WenMint reserves the right to deactivate any user’s access to the Platform, Discord Channels, or dedicated Mint Sites at any time, including, without limitation, if we determine that you have violated these Terms of Service or any Discord Terms.
The Services are available only to individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review these Terms of Service with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 18, you may use the Services only with the consent of your parent or guardian. We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion thereof, including by closing or disconnecting your account, without notice and without reason. In order to gain access to our Platform, Discord Channels, and any dedicated Mint Sites we create for you, you must first (i) contact our team so that we may conduct an internal review of your project and ensure that it is the right fit for WenMint and so that we may direct our third-party service providers to perform all necessary KYC and background checks, and (ii) purchase an NFT directly from WenMint on the Platform which acts as your launch pass, enabling you to launch your NFT collection, create your Mint Site, and start selling your NFTs (a “Launch Pass”). Launch Passes must be purchased on our Platform, and such purchase is subject to our Terms of Sale.
2. COMMUNITY GUIDELINES
By accessing and/or using the Services, you agree to comply with the following community guidelines (the “Community Guidelines”):
- You will only access the Services if you are age eighteen (18) or over; users over age eighteen (18) but under the age of majority in their jurisdiction must have permission from a parent or guardian to access and use the Services, and a parent or guardian must accept these Terms of Service on behalf of the minor;
- You will comply with all applicable laws relating to your use of the Services and will not use the Services for any unlawful, deceptive, or fraudulent purpose;
- You will not provide to WenMint, or upload, post, e-mail, transmit, or otherwise make available to or through the Services, any Customer Materials (as defined below) that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
- You will not “stalk,” threaten, or otherwise harass another person;
- You will not access or use the Services to collect any market research for a competing business;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Services;
- You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Services for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
- You will not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, algorithms, file formats, or interface protocols of the Platform or any Mint Site, or make the Services, Platform, or any Mint Site available on a “service bureau” basis, or remove or modify any proprietary markings or restrictive legends placed on the Platform or any Mint Site;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will not take any action that otherwise involves or results in the wrongful seizure or receipt of any NFTs or other digital assets, including purchase or transfer of NFTs by illegal means.
We have the right, but not the obligation, to review and reject or remove content that, in our sole discretion, does not adhere to these Community Guidelines. We also reserve the right, in our sole and absolute discretion, to deny you access to the Platform, our Discord Channels, or Mint Sites, or to any portion thereof, for any reason with or without notice. We may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.
3. WHITE-LABELED MINT SITES
Once you have purchased and minted a Launch Pass on our Platform, we will begin creation of a dedicated Mint Site from which you can launch your first collection of NFTs. Your Mint Site will be hosted by WenMint or on our behalf by our third-party service providers. WenMint will implement your Mint Site promptly upon your purchase of the Launch Pass; provided, however, that implementation of your Mint Site may depend upon your cooperation, including your remittance of certain materials to WenMint relating to your NFT collection (“Customer Materials”).
Your Mint Site shall at all times be managed and operated by WenMint, however, you will also have access to the back-end of your Mint Site in order to make changes at your discretion, through a dashboard on our Platform. If you require any changes to your Mint Site that you are unable to make on your own, please contact us and we will use commercially reasonable efforts to make such changes.
WenMint requires that all Mint Sites contain terms and conditions of service, similar to these Terms of Service. It is your responsibility to provide WenMint with such terms and conditions (the “Mint Site Terms”). As a condition precedent for each individual who visits a Mint Site to purchase an NFT from you, you shall require such individual to acknowledge and accept the Mint Site Terms. All Mint Site Terms shall, at minimum: (i) contain provisions as protective of WenMint, the WenMint Content, and the Launch Passes (and their related Content) as those provisions set forth in these Terms of Service including, without limitation, Section 5, Section 9, Section 10, and Section 12 below; (ii) prohibit the sale of any NFT to any purchaser or transferee that is (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (b) listed on any U.S. Government list of prohibited or restricted parties; and (iii) name WenMint as an express, intended, third-party beneficiary of the Mint Site Terms, with the right to enforce its intellectual property rights thereunder directly against the applicable end-user of the Mint Site. You shall not make any representations, warranties, or other statements in the Mint Site Terms or otherwise concerning WenMint, the Launch Passes, or the Services, unless otherwise authorized in writing by WenMint in each instance.
4. TERMS OF SALE
These Terms of Sale govern your purchase of a Launch Pass from the Platform and are in addition to, and not in lieu of, the Terms of Service.
(A) Connecting Your Wallet; Purchasing a Launch Pass
In order to purchase a Launch Pass, you must connect the Platform to your electronic wallet (a “Wallet”). Such Wallets allow you to purchase, store, and engage in transactions using cryptocurrency. When you link your Wallet, you understand and agree that you are solely responsible for maintaining the security of your Wallet and your control over any Wallet-related authentication credentials, private or public cryptocurrency keys, NFTs or cryptocurrencies that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties could result in the loss or theft of Launch Passes and/or funds held in your Wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). WenMint is not responsible for managing and maintaining the security of your Wallet, and WenMint has no responsibility or liability to you for any unauthorized access to or use of your Wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your Wallet that seems to be related to the Services, please notify us immediately.
Transactions that take place on the Platform are managed and confirmed on the blockchain. When each Launch Pass is sold to you, the agreement for sale is between WenMint and you, the initial purchaser. You understand that your applicable blockchain public address will be made publicly visible whenever you engage in a transaction on the Platform. You are required to pay our list price for the Launch Pass, which we may update from time to time by posting it to the Platform. WenMint has the right to reverse the sale of any Launch Pass, at any time, in our sole and exclusive discretion. If we reverse such a transaction, we will issue you a refund for your purchase of the Launch Pass.
(B) Fees; Payment Processing
In addition to the price of the Launch Passes as set forth on the Platform, you may be charged certain processing and transaction fees including, without limitation, Platform transaction fees, payment processing fees, blockchain-related fees, and taxes. You will be solely responsible to pay any and all taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your purchase of a Launch Pass.
By placing an order for a Launch Pass through the Platform, you agree that you are submitting a binding offer to purchase such NFT, you agree to pay all applicable fees associated with the purchase, and you authorize WenMint, or our third-party payment processor (the “Payment Processor”), to automatically charge and collect such fees from your payment instrument or Wallet.
(C) Ownership of the Launch Pass
When you purchase a Launch Pass, you become the owner of the NFT authenticating and evidencing your ownership in such Launch Pass, but excluding ownership in and to the underlying content in the Launch Pass (the “Content”).
WenMint and our licensors own and shall retain all right, title, and interest in and to the Content. Upon your purchase of a Launch Pass, WenMint and our licensors hereby grant to you a worldwide, non-exclusive, perpetual, royalty-free license to use, copy, and display the Content in connection with the Launch Pass and in accordance with the terms set forth herein. All rights to the Content are hereby expressly reserved by WenMint and our licensors.
Ownership of a Launch Pass is administered entirely on the blockchain. You may not auction, sell, trade, gift, transfer, or otherwise dispose of (“Transfer”) your Launch Pass, either on the Platform or on any third-party platform. If you attempt to Transfer your Launch Pass, ownership in the Launch Pass shall not confer any rights in or on the subsequent transferee, and such transferee shall not be entitled to any of the Services hereunder by virtue of purchasing such Launch Pass via the Transfer. Only initial purchasers of Launch Passes are entitled to access and use our Services.
5. SELLING YOUR NFT COLLECTION ON AND THROUGH YOUR MINT SITE
Once we have created and implemented a Mint Site on your behalf, you may use the Mint Site to launch your NFT collection(s), and offer your NFTs for sale to purchasers.
WenMint is not a party to any agreement between you and any NFT purchaser, and WenMint has no responsibility with respect to any such transaction. WenMint will not be liable for the acts or omissions of any third parties, nor will WenMint be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. Any NFT sales made on your Mint Site will be subject to these Terms of Service and the Mint Site Terms.
6. WENMINT CONTENT
In addition to the Launch Passes, the Services may contain material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of WenMint (collectively referred to as the “WenMint Content”). You shall not (i) sell, transfer, assign, license, sublicense, or modify any of the Services or any WenMint Content; (ii) reproduce, display, publicly perform, make a derivative version of, distribute, reverse engineer or otherwise attempt to discover the source code of any software contained in or relating to the Services or any WenMint Content; or (iii) otherwise use the Services or any WenMint Content in any way for any public or commercial purpose or in any manner other than as expressly permitted in the Agreement. WenMint and our licensors retain all right, title and interest and in and to (x) the Services and all WenMint Content; (y) all improvements and modifications to, and derivative works of, the Services and all WenMint Content; and (z) all intellectual property rights relating to the foregoing. You do not obtain any rights to any of the Services or any WenMint Content, except for the limited right to access and use the Services and WenMint Content as expressly permitted herein.
The trademarks, service marks, and logos used and displayed on the Services may be registered and/or unregistered trademarks or service marks of WenMint and our licensors (collectively, the “Trademarks”). Nothing herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Trademarks inures to the benefit of WenMint and our licensors, as applicable.
7. USER CONTENT; LICENSES
The Services may allow users to post and upload Customer Materials, which include not only those materials that you provide to WenMint in connection with your creation of an NFT collection or the implementation of your dedicated Mint Sites, but also content such as your personal and biographical information, images, audio and/or visual content, messages to others, text, graphics, and other materials. In particular, you may be permitted to post such Customer Materials to our Discord Channels. You expressly acknowledge and agree that once you submit Customer Materials for inclusion into the Services, including the Discord Channels, there is no confidentiality or privacy with respect to such Customer Materials, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT WENMINT, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR CUSTOMER MATERIALS THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES. We are not obligated to publish any Customer Materials on our Services and can remove it in our sole discretion, with or without notice.
You retain all copyrights and other intellectual property rights in and to your own Customer Materials. You do, however, hereby grant WenMint and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Customer Materials and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.
If you submit Customer Materials to us, including, but not limited to, by posting it through the Discord Channels, each such submission constitutes a representation and warranty to WenMint that such Customer Materials are your original creation (or that you otherwise have the right to provide the Customer Materials), that you have the rights necessary to grant the license to the Customer Materials under the prior paragraph, and that it and its use by WenMint and our content partners as permitted by these Terms of Service, does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.
8. DISCLAIMERS; LIMITATIONS OF LIABILITY
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICES WILL OPERATE ERROR-FREE, THAT THE SERVICES, THE SERVERS, THE LAUNCH PASSES, YOUR NFT COLLECTIONS, OR ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE; (IV) THE SERVICES, LAUNCH PASSES, OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY TIME WITHOUT NOTICE.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WE PROVIDE A TECHNOLOGY PLATFORM THAT CONNECTS MEMBERS OF A COMMUNITY WITH ONE ANOTHER. WE DO NOT AND CANNOT CONTROL THE ACTIONS OR OMISSIONS OF ANY OTHER USER OF THE SERVICES. YOUR INTERACTIONS AND TRANSACTIONS WITH ANY OTHER USER THROUGH THE SERVICES ARE SOLELY BETWEEN YOU AND THAT USER, AND WE ARE NOT A PARTY TO ANY SUCH INTERACTION OR TRANSACTION. WE HEREBY DISCLAIM ANY AND ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OF THE SERVICES, AND ALL LIABILITY IN CONNECTION WITH ALL INTERACTIONS OR TRANSACTIONS MADE BETWEEN ANY USERS. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ANY OTHER USERS IN CONNECTION WITH THE SERVICES. IF YOU HAVE AN ISSUE WITH ANY INTERACTION OR TRANSACTION THAT YOU ENTERED INTO WITH ANOTHER USER OF THE SERVICES, YOU MUST ADDRESS THAT ISSUE DIRECTLY WITH THE OTHER USER AND NOT WITH US – WE HAVE NO OBLIGATION TO ASSIST IN ANY OF THESE DISPUTES. WENMINT RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO BECOME INVOLVED IN ANY WAY WITH DISPUTES BETWEEN YOU AND ANY OTHER USER.
THE INFORMATION ON OUR PLATFORM AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, INVESTMENT ADVICE OR A RECOMMENDATION TO BUY, SELL, OR OTHERWISE TRANSACT IN ANY DIGITAL ASSET INCLUDING ANY PRODUCTS OR SERVICES OR AN INVITATION, OFFER OR SOLICITATION TO ENGAGE IN ANY INVESTMENT ACTIVITY WITH RESPECT TO ANY DIGITAL ASSET. THE INFORMATION ON THIS PLATFORM AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED SOLELY ON THE BASIS THAT YOU WILL MAKE YOUR OWN INVESTMENT AND TRADING DECISIONS, AND WENMINT DOES NOT TAKE ACCOUNT OF ANY PERSON’S INVESTMENT OBJECTIVES, PARTICULAR NEEDS, OR FINANCIAL SITUATION. IN ADDITION, NOTHING ON THIS PLATFORM OR ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES SHALL, OR IS INTENDED TO, CONSTITUTE FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVICE. IT IS STRONGLY RECOMMENDED THAT YOU SEEK PROFESSIONAL INVESTMENT ADVICE BEFORE MAKING ANY INVESTMENT DECISION. ANY INVESTMENT DECISION THAT YOU MAKE SHOULD BE BASED ON AN ASSESSMENT OF YOUR RISKS IN CONSULTATION WITH YOUR INVESTMENT ADVISER.
THE DIGITAL ASSETS ABOUT WHICH INFORMATION IS PROVIDED ON THE PLATFORM AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES ARE NOT VIEWED BY THE ISSUER OR SPONSOR OF ANY SUCH DIGITAL ASSETS, OR THOSE BUYING OR SELLING THE DIGITAL ASSET, AS SECURITIES UNDER U.S. LAWS OR RELEVANT APPLICABLE LAWS. AS A RESULT IT IS UNLIKELY THAT FULSOME DISCLOSURES FROM THE ISSUER OR SPONSOR, OR ANY EXECUTIVE OFFICER ASSOCIATED WITH THE DIGITAL ASSET OR RELATED PROTOCOL HAVE BEEN PROVIDED, AND OTHERS MAY HAVE BETTER OR MORE INFORMATION THAN THE INFORMATION MADE AVAILABLE TO YOU VIA THE PLATFORM, ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES OR TO WHICH YOU MAY INDEPENDENTLY HAVE ACCESS.
THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS THAT MAY BE VIEWED OR TRACKED ON THIS PLATFORM OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US $50).
SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
9. ASSUMPTION OF RISKS RELATED TO NFTS AND BLOCKCHAIN
The prices and liquidity of NFTs are extremely volatile and subjective, and may be subject to large fluctuations. NFTs have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility.
Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs. NFTs are not legal tender and are not backed by any government. Transactions of NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT. WenMint does not guarantee that any NFT purchased or sold through the Services will obtain or retain value, as the value of NFTs is inherently subjective, and factors occurring outside of our control may materially impact the value and desirability of any particular NFT. An NFT is not, and should not be treated as, an investment asset, and is not intended for investment purposes.
There are inherent risks associated with using NFTs, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within an individual’s Wallet. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of the Digital Collectibles. ANY DIGITAL COLLECTIBLE YOU PURCHASE, OR ANY TRANSFER OF A DIGITAL COLLECTIBLE YOU MAKE, ACCEPT OR FACILITATE, WHETHER INSIDE OR OUTSIDE OF THE SERVICES, WILL BE ENTIRELY AT YOUR RISK. WENMINT DOES NOT CONTROL OR ENDORSE TRANSFERS OF NFTS.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You agree and understand that you access and use the Services at your own risk; however, this brief statement does not disclose all of the risks associated with NFTs and other digital assets. You agree and understand that WenMint will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.
Use of Blockchain:
NFTs exist only by virtue of the ownership record maintained on the applicable blockchain. With respect to Launch Passes (NFTs sold by WenMint), we may store the Launch Passes on our own servers or those of third-party service providers. Any transfer of NFTs facilitated by the Services occurs within the blockchain and not on the Platform or through any of our Services.
IF YOU PURCHASE A LAUNCH PASS, YOU ACCEPT AND ACKNOWLEDGE THAT WENMINT WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE SERVICES, ANY THIRD-PARTY PLATFORM, OR THE BLOCKCHAIN, HOWEVER CAUSED. UPGRADES TO THE SERVICES, ANY THIRD-PARTY PLATFORM, OR THE BLOCKCHAIN, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE BLOCKCHAIN MAY HAVE UNINTENDED, ADVERSE EFFECTS ON YOUR NFT.
The Launch Passes are intangible digital assets that exist only by virtue of the ownership record maintained in the blockchain. All smart contracts are conducted and occur on the decentralized ledger within the blockchain. WENMINT HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. WENMINT IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS, OR ANY ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
WENMINT WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE SERVICES, ANY THIRD-PARTY PLATFORM, THE BLOCKCHAIN, OR YOUR ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES, ANY THIRD-PARTY PLATFORM, THE BLOCKCHAIN, OR ANY ELECTRONIC WALLET.
10. EXTERNAL SERVICES
The Services may contain links to third-party websites including, without limitation, Third-Party Platforms (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content or products available through such External Sites. The External Sites may offer third-party goods and services (the “Third Party Products”), and you acknowledge and agree that: (i) we do not manufacture, produce, or sell the Third Party Products and thus have no control over the quality, safety, legality or efficacy of any Third Party Product; (ii) we have no involvement in any transaction involving any Third Party Products; and (iii) we shall have no liability with respect to any Third Party Product or any transaction or interaction between you and the provider of any Third Party Product.
The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) breach of any of your representations, warranties or other obligations under these Terms of Service; (ii) your misuse of the Services; (iii) your gross negligence or willful misconduct; (iv) any transaction that you enter into with another user of the Services; or (v) any actual or alleged infringement or misappropriation of third party intellectual property rights by any content provided by you to the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
12. COMMUNICATIONS WITH US
Although we encourage you to communicate with us, whether via our Discord Channels, email, social media, or any other method of communication, we do not want you to, and you should not, send us any content that contains confidential information. With respect to all communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
13. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether any content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
We reserve the right, in our sole discretion, to terminate these Terms or Service and/or restrict, suspend, or terminate your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
15. BINDING ARBITRATION
Subject to Section 17 below, in the event of a dispute arising under or relating to these Terms of Service (“Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.
16. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
17. Equitable Relief
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights or confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Service. We may, without waiving any other remedies under these Terms of Service, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
These Terms of Service and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. Proceedings commenced by us to protect our intellectual property or confidential information shall be brought in the state or federal courts located in the State of New York.
Our failure to act on or enforce any provision of these Terms of Service shall not be construed as a waiver of that provision or any other provision in these Terms of Service.
No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.