Terms of service.

Terms of Use

Last updated: January 3, 2023

IP3, LLC, a Nevada limited liability company (“IP3,” “we,” “us,” or “our”) provides its Services (described below) and related content to you (“you” or “User”) through its website and platform located at www.ip3.io (the “Site”), subject to these Terms of Use (as amended from time to time, the “Terms”). The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Site are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you. These terms govern your access to and use of this Site, as well as all content, functionality, and services offered on or through the Site, including Perks (as defined below) (collectively, the “Services”), and IP3 Community NFTs. By signing up for an account on the Site, connecting your cryptocurrency wallet (e.g., MetaMask or WalletConnect) to the Services, or otherwise using or accessing the Services, Perks or any IP3 Community NFTs, you acknowledge that you have read and agree to these Terms.

By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST IP3 ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Site user interface, in an email notification or through other reasonable means. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use.

  1. SMART CONTRACT ENABLED

“IP3 Community NFT” is a limited set of non-fungible Ethereum-based tokens that use smart contracts on the Ethereum blockchain (“Smart Contracts”). Initially, only 1,000 tokens will be minted. The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all IP3 Community NFTs are outside of the control of any one party, including IP3, and are subject to many risks and uncertainties. IP3 neither owns nor controls MetaMask, WalletConnect, the Ethereum network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell IP3 Community NFTs (each a “Transaction”). Except with respect to transferring control of an IP3 Community NFT to the initial token holder  (an “Initial Holder”) through the Services, IP3 has no responsibility with respect to any Transaction. IP3 will not be liable for the acts or omissions of any third parties, nor will IP3 be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of the IP3 Community NFT to the Initial Holder, IP3 has no control over the transfer, storage, ownership or maintenance of the IP3 Community NFT.

  1. CHANGES TO THE SERVICES

IP3 reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that IP3 will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, including in relation to any IP3 Community NFT.

  1. MEMBER ACCOUNT, PASSWORD, AND SECURITY

You can become an Initial Holder by invitation only from IP3. You can also purchase an IP3 Community NFT through a Secondary sale (as defined below) (a “Secondary Purchaser”). IP3 Community NFTs shall not be resold without first informing IP3 by sending an email to membership@ip3.io. For anyone other than an Initial Holder to have access to the Perks (as defined below), and therefore become a member (a “Community Member”) of the IP3 community (the “IP3 Community”) prior written approval of IP3 (the “Approval” or to “Approve”) must be obtained. Please send an email to membership@ip3.io to initiate the Approval process. Anyone looking to become a Secondary Purchaser must obtain Approval before purchasing an IP3 Community NFT. Merely owning and/or possessing an IP3 Community Token does not entitle one to IP3 Perks (See below, part 4). As part of the Approval process, you must provide information and documentation regarding your background and identity for reasons including but not limited to identity verification. IP3 shall have the right, but not the obligation, to conduct criminal background checks or other screenings at any time and using available public records. IP3 shall have full and absolute discretion to (i) approve or disapprove anyone (including, without limitation, a Secondary Purchaser) from becoming a Community Member; or (ii) expel any Community Member from the IP3 Community. If IP3 decides not to Approve your joinder as a Community Member (a “Rejection”), you shall not purchase an IP3 Community NFT. If IP3 Community (i) issues a Rejection after you are already a Secondary Purchaser; or, (ii) expels you as a Community Member, IP3 shall have the right but not the obligation to purchase from you, and you shall have the obligation to sell to IP3, your IP3 Community NFT at the purchase price you paid for such IP3 Community NFT + 10%. 

You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify IP3 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. IP3 will not be liable for any loss or damage arising from your failure to comply with this Section.

  1. IP3 PERKS

A Community Member may receive access to special perks experiences, benefits, or opportunities as determined by IP3 in its sole discretion (“Perks”) for a period of two (2) years after the IP3 Community NFTs are first made available for sale (i.e., dropped) by IP3. IP3 does not make any representation or guarantee that any Community Member will receive any Perks or achieve any particular outcome as a result of owning any IP3 Community NFT. IP3 reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Community Member, including to limit the period of time when a Perk is available, for any reason, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and IP3 makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning the IP3 Community NFT. In-person Perks are only available for Initial Holders. If you have purchased an IP3 Community NFT through a Secondary Sale, you will only have access to virtual Perks. 

  1. CONNECTING YOUR WALLET

In order to access and use the Services, including engaging in a Transaction on the Services, you must connect your account to your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Services. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. When you link your cryptocurrency 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, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of IP3 Community NFTs 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). IP3 is not responsible for managing and maintaining the security of your cryptocurrency wallet. IP3 has no responsibility or liability to you for any unauthorized access to or use of your cryptocurrency wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to the Services, please notify us immediately.

  1. SALE OF IP3 COMMUNITY NFT

When each IP3 Community NFT is sold for the first time, the agreement for sale is between IP3 and the Initial Holder. If the Initial Holder decides to subsequently sell an IP3 Community NFT (“Secondary Sale”), then IP3 is not a party to any agreement between the buyer and seller; nor is IP3 a facilitator of the Secondary Sale.

If a Community Member sells or transfers an IP3 Community NFT to a third person (a “Subsequent Member”), (a) then you, as Community Member, represent and warrant that you will notify the Subsequent Member of these Terms and require the Subsequent Member to comply with these Terms, (b) the Community Member License (as defined below) as set forth herein will automatically transfer to such Subsequent Member, and such other Subsequent Member will be deemed the “Community Member” (for purposes of such IP3 Community NFT and the Community Member License to the underlying NFT IP (as defined below)) and will be subject to these Terms, and (c) you, as the seller or transferor of such IP3 Community NFT, will cease to have any further rights to such IP3 Community NFT or underlying NFT IP.

By placing an order on the Site or through the Services, you agree that you are submitting a binding offer to purchase an IP3 Community NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize IP3 to automatically charge and collect such fees from your payment instrument or wallet. If you are an Initial Holder, then all amounts due are to be paid to IP3. If you are not an Initial Holder, then amounts may be paid to the seller of such IP3 Community NFT.

You acknowledge and agree that IP3 receives 10% of every Secondary Sale of an IP3 Community NFT (the “Royalty”). IP3 has the right to collect Royalties for IP3 sales in perpetuity. As such, if you sell an IP3 Community NFT on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: “10% Royalty Applies. See IP3 Community NFT Terms of Use for details.”

No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

  1. TAXES

You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services, Perks or IP3 Community NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of an IP3 Community NFT).

  1. IP3 INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by IP3, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.

IP3’s name and logos are trademarks and service marks of IP3 (collectively the “IP3 Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to IP3. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of IP3 Trademarks displayed on the Services, without IP3’s prior written permission in each instance. All goodwill generated from the use of IP3 Trademarks will inure to our exclusive benefit.

  1. YOUR INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that IP3 (or, as applicable, its licensors) owns all legal rights, title and interest in all intellectual property rights of the content underlying IP3 Community NFTs (“NFT IP”), including but not limited to copyrights and trademarks in the NFT IP. As the copyright owner, IP3 has the exclusive right to reproduce, prepare derivatives of, distribute, display, perform and otherwise exercise and exploit the NFT IP, subject to Community Member Licenses.

Subject to continued compliance with these Terms, IP3 grants Community Member a limited, worldwide, non-assignable and non-transferable (except as part of a Secondary Sale), non-sublicensable, royalty-free license to display the NFT IP solely for the Community Member’s non-commercial purposes (except as expressly permitted herein), including the right to display such NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Community Member’s purchase of, ownership of, or interest in such IP3 Community NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such IP3 Community NFT or NFT IP; (iii) on third party marketplaces, exchanges, platforms, or applications in association with a Transaction of the IP3 Community NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Community Member License”). While the Community Member has the right to sell, trade, transfer, or use their IP3 Community NFT, the Community Member may not make commercial use of the NFT IP.

  1. NO INVESTMENT ADVICE; INVESTMENT RISKS

The information on this Site and any information provided in connection with the Services or Perks are provided to IP3 Community NFT owners only and for information 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 Site and any information provided in connection with the Services or Perks provided to IP3 Community NFT owners are provided solely on the basis that you will make your own investment and trading decisions, and IP3 does not take account of any person’s investment objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Perks provided to IP3 Community NFT owners 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 Site and any information provided in connection with the Services or Perks provided to IP3 Community NFT owners are not, and 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 Site, any information provided in connection with the Services or Perks provided to IP3 Community NFT owners or to which you may independently have access.

There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.

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 SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR PERKS FOR IP3 COMMUNITY NFT OWNERS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.

Please note the following risks in accessing, purchasing, selling or using IP3 Community NFTs: The price and liquidity of blockchain assets, including IP3 Community NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect IP3 Community 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 IP3 Community NFTs. IP3 Community NFTs are not legal tender and are not backed by any government. Transactions of IP3 Community NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of IP3 Community 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 IP3 Community NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for IP3 Community NFTs, which may result in the potential for permanent and total loss of value of a particular IP3 Community NFT.

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 IP3 Community NFTs, including the suitability and appropriateness of, and investment strategies for, IP3 Community NFTs. You agree and understand that you access and use the Services, IP3 Community NFTs, NFT IP, and Perks at your own risk; however, this brief statement does not disclose all of the risks associated with IP3 Community NFTs and other digital assets. You agree and understand that IP3 will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using IP3 Community NFTs, however caused.

  1. RESTRICTIONS

You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without IP3’s express prior written consent in each case:

      1. Purchase, directly or indirectly, more than one IP3 Community NFT;

      2. interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other users (the “Users”) from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;

      3. violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;

      4. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;

      5. use the Services or any IP3 Community NFT or NFT IP to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein;

      6. use the Services or any IP3 Community NFT or NFT IP to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;

      7. use the Services or any IP3 Community NFT or NFT IP to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;

      8. modify the digital art (the “Art”) linked to the IP3 Community NFT except as expressly permitted herein;

      9. use the Art in connection with any purpose that promotes hate speech, illegal activities, vulgarity (e.g., pornography), offensive behavior, violence, cruelty or political statements; 

      10. attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the IP3 Community NFT;

      11. make defamatory or dishonest statements about IP3 or the IP3 Community NFT or otherwise damage the goodwill, value or reputation of IP3 or the IP3 Community NFT;

      12. use the Art to create additional non-fungible tokens or other digital assets accounted for on a distributed ledger;

      13. create derivative works of the Art comprising new characters or replicas of the Art featured in IP3 Community NFT that you do not own; and,

      14. use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to such trademarks.

  1. PRIVACY

Our Privacy Policy is an integral part of these Terms and is incorporated herein, in its entirety, by reference. Please review the Privacy Policy, which also governs the Services and informs Users of our data collection practices.

  1. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES, IP3 COMMUNITY NFTS, NFT IP AND PERKS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY IP3, THE SERVICES, PERKS, SERVICES CONTENT, AND ANY AND ALL IP3 COMMUNITY NFTS AND NFT IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

IP3 AND ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, DIRECTORS AND AGENTS (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, IP3 COMMUNITY NFTS, NFT IP OR PERKS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, IP3 COMMUNITY NFTS, NFT IP OR PERKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, IP3 COMMUNITY NFTS, NFT IP OR PERKS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, IP3 COMMUNITY NFTS, NFT IP OR PERKS, OR ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, IP3 COMMUNITY NFTS OR PERKS WILL MEET YOUR EXPECTATIONS.

IP3 AND ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES, IP3 COMMUNITY NFTS, NFT IP OR PERKS. IP3 DOES NOT REPRESENT OR WARRANT THAT SERVICES CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

IP3 COMMUNITY NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT IP3 CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY IP3 COMMUNITY NFT.

  1. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL IP3 OR ITS AGENTS, ASSIGNS, EMPLOYEES, OWNERS, MEMBERS, MANAGERS AND/OR REPRESENTATIVES (COLLECTIVELY “IP3 REPRESENTATIVES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, THE SERVICES, SERVICES CONTENT, IP3 COMMUNITY NFTS, NFT IP, PERKS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, THE SERVICES, SERVICES CONTENT, IP3 COMMUNITY NFT, NFT IP, PERKS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF IP3 AND/OR ANY  IP3 REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, THE SERVICES, SERVICES CONTENT, IP3 COMMUNITY NFT, NFT IP OR PERKS EXCEED US$100.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, IP3 COMMUNITY NFTS, NFT IP OR PERKS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

  1. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless IP3 and the IP3 Representatives (collectively, the “Indemnitees”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, the Services, Services Content, IP3 Community NFTs, NFT IP or Perks, (b) your interactions with other Users or Community Members; (c) your violation of these Terms, or (d) your violation of the rights of a third party, including another User or Community Member. You agree to promptly notify IP3 of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.

  1. TERMINATION RIGHTS

You agree that IP3, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services or Perks and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if IP3 believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services or Perks may be referred to appropriate law enforcement authorities. IP3 may also in its sole discretion and at any time discontinue providing the Services or Perks, or any part thereof, with or without notice. You agree that any termination of your access to the Services or Perks under any provision of these Terms may be effected without prior notice, and acknowledge and agree that IP3 may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services or Perks. Further, you agree that IP3 will not be liable to you or any third party for any termination of your access to the Services or Perks.

  1. DISPUTES WITH OTHER USERS AND COMMUNITY MEMBERS

You agree that you are solely responsible for your interactions with any other Users and Community Members in connection with the Services, IP3 Community NFTs and Perks, and IP3 will have no liability or responsibility with respect thereto. IP3 reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User or Community Member. Although IP3 may conduct background checks of Community Members, or individuals seeking Approval to become Community Members, IP3 does not inquire into the backgrounds of all such individuals or attempt to verify the statements of such individuals. IP3 makes no representations or warranties as to the conduct of Users or Community Members.  

  1. GOVERNING LAW; DISPUTE RESOLUTION

      1. These Terms and any and all claims, disputes or other legal proceedings by or between you and us, including but not limited to any claims or disputes that are in any way related to or arising out of these Terms or your use of or access to the Services, shall be governed by and construed in accordance with U.S. federal law and the laws of California, without regard to any principles of conflicts of law.

      2. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND IP3, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT IP3 AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in Los Angeles, California, United States, unless you and IP3 otherwise agree in writing. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding.

      3. Notwithstanding Section 18.b, you acknowledge that unauthorized use of the Site, Services, Services Content, IP3 Community NFTs, NFT IP or Perks or other breach of these Terms could result in immediate and irremediable damage to IP3, and that money damages alone would be inadequate to compensate IP3. Therefore, in the event of your breach or threatened breach of any provision of these Terms, IP3 may, in addition to all other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or compelling specific performance.

  2. NOTICE FOR CALIFORNIA USERS

Notice for California Users Under California Civil Code Section 1789.3, Users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at IP3, 350 S. Grand Ave., 32 FL, Los Angeles, CA 90071.

  1. SEVERABILITY

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

  1. ASSIGNABILITY

You may not assign the Terms without the prior written consent of IP3, but IP3 may assign or transfer these Terms, in whole or in part, without restriction.

  1. MISCELLANEOUS

These Terms constitute the entire agreement between you and IP3 and govern your use of the Services, IP3 Community NFTs, NFT IP and Perks, superseding any prior agreements between you and IP3 with respect thereto. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of IP3 to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, any IP3 Community NFT, any Perks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. IP3 may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.