SuperFarm Terms Of Service
Effective Date: March 31, 2021
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SUPERFARM THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 “DISPUTE RESOLUTION; ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION.
Agreement to Terms.
By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not use the Services.
Because we have a growing number of services, SuperFarm reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Effective Date” date at the beginning of these Terms. Those additional terms and conditions, which are available with the relevant services, then become part of your agreement with us if you use those services. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms and conditions incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you may not access or use the Service.
BY COMPLETING THE ACCOUNT REGISTRATION PROCESS, USING OUR SERVICE AND/OR PURCHASING CRYPTOCURRENCY ASSETS THROUGH THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE.
About the Service; Limitations and Relationship Between the Parties.
The Service includes SuperFarm’s decentralized platform (the “SuperFarm Platform”) that permits the on-chain launch, sale and/or other distribution of NFTs, as well the establishment of NFT “farms” whereby end users may stake their $SUPER tokens within such individual “farms” to generate on-chain rewards, generally in the form of NFTs or $SUPER tokens. As used in these Terms, “$SUPER” refers to the ERC-20 token distributed by the following smart contract address: 0xe53ec727dbdeb9e2d5456c3be40cff031ab40a55.
SUPERFARM IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICE IS AN ADMINISTRATIVE PLATFORM ONLY. SUPERFARM FACILITATES TRANSACTIONS BETWEEN A BUYER AND SELLER BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF NFTS OR BETWEEN ANY USERS.
Account Registration and Eligibility; Communication Preferences.
While some aspects of the Service are provided to all users, if you wish to purchase and/or sell digital tokens and/or NFTs through the Service or use certain other aspects of the Service, you will need to register for an account (“Account”). By creating an Account, you agree and represent that you: (i) are at least 16 years of age; (ii) will provide accurate, current and complete Account information about yourself; (iii) will maintain and promptly update from time to time as necessary your Account information; (iv) will maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us; and (v) will immediately notify us if you discover or otherwise suspect any security breaches related to the Service or your Account. SuperFarm reserves the right to block multiple accounts of the same user.
You also agree that you will not: (i) create another account if we’ve disabled one you previously established, unless you have our prior written consent; (ii) buy, sell, rent or lease access to your Account or username, unless you have our prior written consent; (iii) share your Account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third party applications or clients.
SuperFarm may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. SuperFarm may also require you to provide additional information and documents in cases where it has reasons to believe that: (i) your Account is being used for money laundering or for any other illegal or unauthorized activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your Account were effected in breach of these Terms. In each such case, SuperFarm, in its sole discretion, may disable (or terminate) your Account until such additional information and documents are reviewed by SuperFarm and are accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, SuperFarm may refuse to provide the SuperFarm Content (defined in Section 11(a) below) to you.
By creating an Account, you also consent to receive electronic communications from SuperFarm (e.g., via email or by posting notices to the Service). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Service (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
Fees and Payment.
If you elect to sell, purchase, or trade any NFTs, any financial transactions that you engage in will be conducted solely through the blockchain network governing such NFT and you will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to your Account. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Service.
By buying or selling an NFT on the SuperFarm Platform, you agree to pay all applicable fees and you authorize SuperFarm to automatically deduct fees (including any transaction fees, or “Gas Fees”, as applicable) directly from your payment. Gas fees fund the network of computers that run the decentralized Ethereum network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the Ethereum network.
User Content; NFTs.
The Service may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Service is referred to as “User Content”. For clarity, User Content includes any content comprising any NFTs purchased, sold, exchanged, or displayed on the Site, as well as any experiences, physical property, or other benefits attached to an NFT. You are solely responsible for your use of the Service and for any User Content you provide, including compliance with applicable laws, rules, and regulations. We take no responsibility for the User Content posted or listed via the Service.
Subject to and the rights of a purchaser of an NFT and the grant of rights as described below, you retain your ownership of any User Content you submit, post, or display using the Service. SuperFarm does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
By making any User Content available through the Service, you hereby grant to SuperFarm a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Service. You agree that this license also includes the right for SuperFarm to promote and improve the Service and to make User Content submitted to or through the Service available to other companies, organizations or individuals for the distribution, promotion or publication of such User Content on other media and services. Such additional uses by SuperFarm, or other companies, organizations or individuals, may be made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through the Services.
Any NFT that you purchase is governed entirely by the smart contract and the blockchain network governing such NFT. NFTs may be subject to additional terms directly between purchasers and sellers, namely: (i) in any associated smart contract or (ii) as purchasers and sellers may agree otherwise (e.g., with respect to terms or benefits associated with a given NFT)((i) and (ii), collectively, “Purchase Terms”). SuperFarm is not a party to any Purchase Terms, which are solely between the purchaser and the seller. The purchaser and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms.
When you purchase an NFT through the Service, you own all personal property rights to that NFT (i.e., the right to sell or otherwise dispose of that NFT). Such rights, however, do not include the ownership of the intellectual property rights in the User Content comprising the NFT (“NFT Content”). Rather, unless specified otherwise in Purchase Terms, the Purchaser will have a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT Content associated with your purchased NFT), solely for the following purposes: (i) for your own personal, non-commercial use; (ii) attempts to sell or otherwise dispose of the NFT consistent with the ownership of it; and (iii) as part of a third party offering compatible with the purchased NFT in the normal course of the permitted end-use of such offering.
If you are a creator of an NFT for sale, trade, or other distribution on the Service (an “NFT Creator”), you hereby grant SuperFarm the right to use your name and image for marketing or promotional purposes, including but not limited to publicity about your NFT. If you are an NFT Creator, you also grant to any purchaser the rights described in Section 7(e) above. As an NFT Creator, you understand and agree that: (i) you are responsible for the accuracy and content of your NFTs; (ii) any NFT that violates any of SuperFarm’s policies or applicable law may be obfuscated or deleted by SuperFarm, in its sole discretion; (iii) you will not infringe or otherwise violate the intellectual property and other rights of others; and (iv) you will not coordinate with other NFT Creators to engage in any activities that detract from the Service being an open and fair marketplace, such as manipulating pricing.
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 any User Content that you submit, post or display on or through the Service, including but not limited to NFT Content. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant SuperFarm the license described above.
You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Service. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
License to Access and Use the Service and SuperFarm Content; General Prohibitions.
You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable license to access and use the Service and SuperFarm Content; provided, however, that such license is subject to these Terms and does not include any right to:
post, upload, publish, submit or transmit any User Content that: (A) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (B) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (C) is fraudulent, false, misleading or deceptive; (D) is defamatory, obscene, pornographic, vulgar or offensive; (E) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (F) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (G) promotes illegal or harmful activities or substances;
modify, mark any derivative uses of, sell, resell or use commercially the Service or SuperFarm Content (or any portion thereof), or distribute, publicly perform or publicly display any SuperFarm Content;
download (other than page caching) any portion of the Service or SuperFarm Content, except as expressly permitted by us;
use, display, mirror or frame the Service or any individual element within the Service, SuperFarm’s name, any SuperFarm trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
provide false or misleading information to SuperFarm (including posing as another person or create a misleading username);
use or attempt to use another user’s Account without authorization from such user and SuperFarm;
create or list counterfeit items (including any NFTs);
use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any manner (including by engaging in any activity that poses a threat to the Service or SuperFarm, for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ accounts);
develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Service;
reverse engineer any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Service, area or code of the Service;
attempt to probe, scan or test the vulnerability of any SuperFarm system or network or breach any security or authentication measures;
attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Service that you are not authorized to access;
use any engine, software, tool, agent, device or mechanism (including any robot, spider, crawler, scraper, script, browser extension, offline reader, data mining tools or the like) or other automated means or interface not authorized by us to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
use data collected from our Service (including any personally identifiable data) to contact individuals, companies, or other persons or entities, or for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
use the Service to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance;
engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Service);
engage in wash trading or other deceptive or manipulative trading activities;
place misleading bids or offers;
use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
use the Service to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners the rights to participate in an ICO or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi (or decentralized finance) yield bonuses, staking bonuses, and burn discounts; or
otherwise use the Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
General Enforcement Rights.
Assets, listings, smart contracts, collections, and content (including User Content) that SuperFarm deems inappropriate, disruptive, or illegal are prohibited on SuperFarm. SuperFarm reserves the rights to determine the appropriateness of any content and listings on its site and remove any such content or listings at any time. If you create or offer an asset, listing, smart contract, collection, or User Content in violation of these policies, we will take corrective actions, as appropriate, including but not limited to removing the asset, listing, smart contract, collection, or User Content, deleting your SuperFarm Account, and permanently withholding any applicable referral payments or developer revenue sharing fees that you may be eligible for. SuperFarm cannot destroy or impound your assets or smart contracts, but we reserve the right to destroy inappropriate metadata stored on our servers.
Assets, listings, smart contracts, collections, and User Content that include metadata, or which have a primary or substantial purpose in a game or application, that violates international or United States intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal in the United States are prohibited on SuperFarm and will be removed.
Assets, listings, smart contracts, collections, and User Content created or used primarily or substantially for the purpose of raising funds for known terrorist organizations listed on https://www.state.gov/foreign-terrorist-organizations/ are prohibited on SuperFarm and will be removed.
The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets on SuperFarm is prohibited. If you have reason to believe that an asset listed on SuperFarm was illegally obtained, please contact us immediately. Listing illegally obtained assets may result in your listings being cancelled, your assets being hidden, or your Account being suspended.
If you become aware of the creation, listing, or buying of assets in violation of any of the terms specified in this Section, please contact us at email@example.com to report it. User Content creators bear special responsibility for informing SuperFarm of the existence of their collections, contracts, and assets that violate these terms.
You are granted a limited, revocable, nonexclusive, nontransferable right to create a text hyperlink to the Service for noncommercial purposes, provided that such link does not portray SuperFarm or our affiliates or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable.
SuperFarm Intellectual Property.
Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the SuperFarm logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “SuperFarm Content”) are the proprietary property of SuperFarm or our affiliates, licensors or users, as applicable. You may not use any SuperFarm Content to link to the Service without our express written permission. You may not use framing techniques to enclose any SuperFarm Content without our express written consent.
SuperFarm and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights therein. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
References to any other products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Service does not constitute or imply endorsement, sponsorship or recommendation by SuperFarm.
DMCA/Copyright Policy. SuperFarm respects copyright law and expects its users to do the same. It is SuperFarm’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see SuperFarm’s Copyright Policy for further information.
Third Party Services.
Notwithstanding anything to the contrary in these Terms, the Service and SuperFarm Content may include software components provided by SuperFarm or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components. SuperFarm disclaims all liability with respect to such components, including your use thereof.
The Service may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). Such Third-Party Websites and Third-Party Applications and are not under the control of SuperFarm and SuperFarm is not responsible for any Third-Party Websites or Third-Party Applications. SuperFarm provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Service, our Terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
The following Sections will survive the expiration or termination of these Terms and the termination of your Account: all defined terms and Sections 5, 6(c), 6(e), 7 (only with respect to the prohibitions listed therein), 8, 10, 13(b), 14, 15, 16, 17, 19, 20, and 21.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless SuperFarm, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “SuperFarm Parties”), 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: (i) your use or misuse of the Service or SuperFarm Content or User Content; (ii) your User Content or Feedback; (iii) your violation of these Terms; (iv) your use or disposal of any NFTs; or (v) your violation of the rights of a third party or of applicable law. You agree to promptly notify SuperFarm of any Claims and cooperate with the SuperFarm Parties in defending such Claims. You further agree that the SuperFarm Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND SUPERFARM.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY SUPERFARM, THE SERVICE, SUPERFARM CONTENT CONTAINED THEREIN, AND ANY NFTS OR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN (INCLUDING $SUPER) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SUPERFARM (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. SUPERFARM DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICE, SUPERFARM CONTENT CONTAINED THEREIN AND ANY NFTS OR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN (INCLUDING $SUPER).
SUPERFARM DOES NOT REPRESENT OR WARRANT THAT SUPERFARM CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE 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 SERVICE. WHILE SUPERFARM ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND SUPERFARM CONTENT SAFE, SUPERFARM CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, SUPERFARM CONTENT, ANY NFTS OR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN (INCLUDING $SUPER), OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR CRYPTO ASSETS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK. WE DO NOT GUARANTEE THAT SUPERFARM OR ANY SUPERFARM PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ON SUPERFARM. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, SUPERFARM MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE SUPERFARM PLATFORM.
SuperFarm is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the NFTs. SuperFarm is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs, including forks, technical node issues or any other issues having fund losses as a result.
Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Assumption of Risk.
You accept and acknowledge:
The prices and liquidity of cryptocurrency assets (including $SUPER and any NFTs) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect $SUPER and the NFTs made available through the Service, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of $SUPER and/or NFTs will not lose money.
You are solely responsible for determining what, if any, taxes apply to your transactions through the Service. Neither SuperFarm nor any other SuperFarm Party is responsible for determining the taxes that apply to such transactions.
Our Service does not store, send, or receive cryptocurrency assets. This is because cryptocurrency assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of cryptocurrency assets occurs within the supporting blockchain and not on the Service. Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in 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.
There are risks associated with using an Internet based currency, 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 your wallet. You accept and acknowledge that SuperFarm will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service for transactions, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of a certain NFT.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of $SUPER and NFTs.
The Service may rely on third-party platforms to perform transactions with respect to any cryptocurrency assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
There are risks associated with purchasing user generated content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. SuperFarm reserves the right to hide collections, contracts, and assets affected by any of these issues or by other issues. Assets you purchase may become inaccessible on SuperFarm. Under no circumstances shall the inability to view your assets on SuperFarm serve as grounds for a claim against SuperFarm.
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUPERFARM 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 SERVICE, SUPERFARM CONTENT, $SUPER OR USER CONTENT (INCLUDING NFTS), OR ANY OTHER SUPERFARM PRODUCTS 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, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF SUPERFARM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE, SUPERFARM CONTENT, $SUPER OR USER CONTENT (INCLUDING NFTS), OR ANY OTHER SUPERFARM PRODUCTS 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 SUPERFARM ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, SUPERFARM CONTENT, $SUPER OR USER CONTENT (INCLUDING NFTS), OR ANY OTHER PRODUCTS OR SERVICES PURCHASED ON THE SERVICE EXCEED THE GREATER OF: (I) ONE HUNDRED UNITED STATES DOLLARS ($100); OR (II) THE AMOUNT RECEIVED BY SUPERFARM FROM THE SALE OF THE CRYPTOCURRENCY ASSET(S) THAT ARE THE SUBJECT OF THE CLAIM.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF SUPERFARM FOR SUPERFARM’S: (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR FOR (B) ANY INJURY CAUSED BY SUPERFARM’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
Modifications to the Service.
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability therefore.
Dispute Resolution; Arbitration.
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with SuperFarm and limits the manner in which you can seek relief from us. This Arbitration Agreement will survive the termination of your relationship with SuperFarm.
Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with SuperFarm, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify; and (ii) you or SuperFarm may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at jamsadr.com or by calling JAMS at 800-352- 5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and SuperFarm. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non- monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND SUPERFARM HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and SuperFarm are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20(b) above.
Waiver of Class Actions or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or Federal courts located in Los Angeles, California, and each party consents to the exclusive jurisdiction of those courts. All other claims shall be arbitrated.
Severability. Except as provided in Section 20(f), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Governing Law and Venue.
These Terms and your access to and use of the Service and SuperFarm Content will be governed by and construed and enforced in accordance with the laws of Panama, without regard to or application of its conflict of laws rules. The parties hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or Federal courts located in Los Angeles, California, and each party consents to the exclusive jurisdiction of those courts.
These Terms constitute the entire agreement between you and SuperFarm relating to your access to and use of the Service and SuperFarm Content, and supersede any and all prior and contemporaneous oral and written discussions agreements, and understandings of any kind. You may not assign or transfer these Terms, by operation of law or otherwise, without SuperFarm’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. SuperFarm may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by SuperFarm under these Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. SuperFarm’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
If you have any questions or would like more information about SuperFarm and/or the Service, please contact us through our Twitter Account .