Last Revised: September 20, 2021
1) Accepting these Terms
2) Your Abode Account
You need to create an account with Abode to use the Services. When you create an account, we will ask your for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services.
Your Abode account is subject to the following conditions:.Access: you understand and agree that access to your Abode account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your Abode account to any person without our prior written permission. Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to access the Services. Any unauthorized access to your account by third parties could result in the loss or theft of NFTs and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately. Trading Fees: by buying or selling a NFT on Abode, you agree to pay all applicable fees and you authorize Abode to automatically deduct fees directly from your payment. You will always be provided with a breakdown of fees prior to your purchase or sale of a NFT. Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid. USD Balance: certain approved users may carry a balance in U.S. Dollars to facilitate transactions on the Abode platform. You are the owner of your balance. Unclaimed Property: if Abode is holding funds in your account and has no record of your use of the Service for several years, we may be required, upon passage of applicable time periods, to report these funds as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven business days or as required by law, we may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by applicable law.
3) Account Suspension
You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you.
You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of a NFT on Abode, and other communications that pertain to your interaction with the website, including but not limited to notifications about the status of a NFT you are interested in purchasing.
You may opt out of promotional communications at any time by following the instructions provided therein.
5) User Content
You understand and agree that you are responsible for any User Content you submit or contribute, and you, not Abode, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Site.
If you are a NFT Creator, you hereby grant Abode the right to use your name and image for marketing or promotional purposes. If you are a NFT Creator, you agree that we may use or modify images from the NFTs that you create for marketing or promotional purposes. You also agree that we can use your biography and other public information about you to promote the NFTs that you create.
As a NFT Creator, you understand and agree that: You are responsible for the accuracy and content of your NFT Creations; Any NFT Creation that violates any of Abode’s policies may be obfuscated or deleted by Abode, in its sole discretion; You will respect the intellectual property of others; and You will not coordinate pricing with other NFT Creators.
Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, the Abode logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Abode Content”) are the proprietary property of Abode or our affiliates, licensors, or users, as applicable. The Abode logo and any Abode product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of Abode or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any Abode Content to link to the Site or Content without our express written permission. You may not use framing techniques to enclose any Abode Content without our express written consent. In addition, the look and feel of the Site and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Abode and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of Abode.
7) Terms of Sale
By placing an order on Abode, you agree that you are submitting a binding offer to purchase the non-fungible token "NFT" or service from Abode, LLC. Your order is accepted and confirmed once purchase is complete, and Abode displays the Confirmation Page ("Confirmation Page"). YOU HEREBY EXPRESSLY AGREE THAT THE SUPPLY OF NFT BEGINS IMMEDIATELY AFTER THE CONFIRMATION PAGE IS DISPLAYED.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
8) Intellectual Property
Outside the Abode Content, all other trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted by Abode infringes your copyright or trademark rights, please file a notice of infringement by contacting Abode’s Copyright Agent at firstname.lastname@example.org.
In such event, please provide Abode’s Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Site of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Abode’s policy is to suspend or terminate the account of repeat infringers. Abode’s response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.
9) Your Use of Abode
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Content. Our grant of such license is subject to the following conditions:Unlawful Activity: you agree not to 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. Abusive Activity: you agree not to engage in any activity that poses a threat to Abode, for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ accounts. Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services. Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Site to contact individuals, companies, or other persons or entities outside the Site for any purpose, including but not limited to marketing activity. Fraud: you agree not to engage in any activity which operates to defraud Abode, others users, or any other person; or to provide any false, inaccurate, or misleading information to Abode. Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance. Taxes: Neither Abode nor any other Abode Party is responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your NFT transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your NFT transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a NFT transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your NFT transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations. Intellectual Property Infringement: you agree not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use Abode Content (as defined in Section 7 above) without express written consent from Abode; or (3) engage in any action that implies an untrue endorsement or affiliation with Abode. Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site for noncommercial purposes, provided that such link does not portray Abode, our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable. Additional Prohibitions: you agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Content; (2) modify or create derivative works from the Site or Content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Site or Content; (4) download any portion of the Site or Content, other than for purposes of page caching, except as expressly permitted by us.
You agree and understand that we may modify part or all of Abode or the Services without notice.
Please note the following risks in accessing or using Abode: The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations; Fluctuations in the price of other digital assets could materially and adversely affect 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 the government; 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; 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 should the market for that NFT disappear; The nature of NFTs may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by Gemini may prevent the access to or use of your Digital Assets; Changes to Third Party Sites (discussed in Section 12 below) may create a risk that your access to and use of the Site will suffer.
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 Abode does 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 Abode 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 Abode will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.
13) Third Parties
Abode provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk. When you leave our Site, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Site.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY Abode, THE SITE, CONTENT CONTAINED THEREIN, AND NFTs LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. Abode (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
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 SITE. Abode DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE Abode ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND CONTENT SAFE, Abode CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, ANY NFTs LISTED ON OUR SITE 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: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR NFTs.
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 Abode OR ANY Abode PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTs.
Abode is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of NFTs. Abode is not responsible for sustained losses due to late reports 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 this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
TO THE FULLEST EXTENT PROVIDED BY LAW, Abode HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND CONTENT CONTAINED THEREIN.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15) Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Abode BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SITE, 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 Abode HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, 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 Abode ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, NFTs, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID TO Abode FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF Abode FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF Abode’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF Abode’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.
17) Governing Law
Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with Abode and limits the manner in which you can seek relief from us.
You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site; any products sold or distributed through the Site; or any aspect of your relationship with Abode will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Abode may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in New York, New York, administered by JAMS and conducted in English, rather than in court.
Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.
You understand that by agreeing to this Arbitration Agreement, you and Abode are each waiving their right to trial by jury and to participate in a class action or class arbitration.
If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.
This Arbitration Agreement shall survive the termination of your relationship with Abode.
We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Site or Content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.
22) Contact Information
If you have any questions, would like to provide feedback, or would like more information about Abode, please feel free to email us at email@example.com. If you would like to lodge a complaint, please contact us at firstname.lastname@example.org.