Last Updated: October 14, 2021
The Platform allows artists, entertainment properties, talent, retail brands, performers, celebrities, sports teams, sports talent, and anyone with a fan base or brand to create unique, one-of-kind digital merchandise (“Digital Collectibles”) for their fans and other consumers to collect through purchases, giveaways or other means.
To ensure each Digital Collectible’s unique authenticity, Sweet uses blockchain-based non-fungible token (“NFT”) technology to demonstrate rights ownership and authenticity. Possession of an NFT is similar to receiving a “certificate of authenticity” along with unique physical merchandise, such as a signed baseball card.
Sweet mints each Digital Collectibles series on the public blockchain, and once committed to the public blockchain, the series cannot be edited or changed, including by Sweet or any other third party. Sweet’s use of the public blockchain offers an open ledger reporting and tracking capability that can help to ensure rights ownership and authenticity.
Sweet shall also have the right, at any time and without liability, to update, modify, alter, enhance, or eliminate the features, layout, structure, front-end, navigation, appearance, functionality and other elements of all or a part of the Platform, and any aspect, portion or feature thereof.
“Account” refers to a User Account or a Brand Account as applicable to you.
“Affiliates” means a party’s subsidiaries, successors, assigns, or owners, and any company that has a business relationship with them, including without limitation, managers, entertainers, agents, companies, distributors, vendors, suppliers, licensees and any of their shareholders, officers, directors, employees, attorneys, accountants, or other representatives.
“Brands” refers to any person or entity with a Brand Account on the Platform. Brand accounts are intended for artists, entertainment properties, talent, retail brands, performers, celebrities, sports teams, sports talent, or any person or entity that has a user or fan base and has an account on the Platform (“Brand Account”).
“Rewards” include, but are not limited to, Digital Collectibles, unique Brand merchandise, prizes, and experiences, or Sweet provided rewards and experiences. Both Sweet and Brands have flexibility to use the Platform to offer many kinds of prizes and rewards including unique prizes and one-of-a-kind items or experiences, many of which are not generally for sale or available as a service by the Brand.
“Services” means any features, functions, services, content, rewards, offers or other information available on or through the Platform.
“Users” refer to any person, fan, or entity that has a standard account (“User Account”) on the Platform.
USE OF THE SWEET PLATFORM
To access and participate with the Platform and our Services you will need to create an Account, which can be a Brand Account, as a Brand, or User Account, as an individual User. By creating an Account, you agree to: (a) provide accurate, current and complete account information as required, (b) maintain and promptly update from time to time as necessary your account information, (c) maintain the security of your Account, (d) accept all risks of unauthorized access to your Account and the information you provide to us, and (e) immediately notify us by using the “Contact Us” or “Help” component of the Platform if you discover or otherwise suspect any security breaches related to the Platform or your Account. Your Account is personal to you and you are responsible if you allow others to use it. We are not liable for any direct or indirect harm caused or related to the theft or misappropriation or disclosure of all or any portion of your Account access details, or your authorization of anyone else to use your Account.
IN APP PURCHASES
In-App Purchases. Through the Applications, you may purchase (“In App Purchase”) certain goods designed to enhance the performance of the Services (“Goods”). When you purchase Goods, you are doing so through either Apple iTunes service or the Google Play service, as applicable, and you are agreeing to their respective Terms and Conditions. (http://www.apple.com/legal/internet- services/itunes/us/terms.html : http://play.google.com/intl/en_us/about/play-terms.html). We are not a party to any In App Purchase.
DIGITAL COLLECTIBLES (NFTS)
Sweet may create, or coordinate with Brands to create the definition for each collectible series on the public blockchain, including the total number available and the collectible images. Once committed to the public blockchain, the series cannot be edited or changed by any party including Sweet or the Brand. Sweet uses the Simple Ledger Protocol / SLP chain or other similar blockchain which offers an open ledger reporting and tracking capability suitable to ensure rights ownership and authenticity.
When a user obtains a collectible within a series, a specific collectible “child” (an NFT) is created by Sweet with a distinct sequence number. The sequence number of the collectible will never exceed the total inventory requested by the Brand for the series. An NFT is a type of cryptographic token which represents something unique. Unlike cryptocurrencies and other fungible digital assets, NFTs are not used to make payments. Non-fungible Tokens are not mutually interchangeable and can’t be divided into smaller parts. These design features limit the usefulness of NFTs as a form of payment or substitute for currency. Instead, NFTs are enjoyed as Digital Collectibles.
Each NFT has its own unique “immutable data” such as total inventory, artwork, audio files, and other information which can never be changed. In some cases, Users may be able to add on to, customize, or enhance an NFT but any such changes will be additional enhancements and not change the underlying NFT.
Brands using the Platform to distribute Digital Collectibles understand that any future value of a Digital Collectible is based solely on consumer interest and demand for that Digital Collectible and not something that Sweet or the Brand can control or will attempt to control or influence. Brands agree to not promise any future value of Digital Collectibles in, among other things, promotion or marketing of such collectibles.
LIMITED LICENSE TO LOGOS, ARTWORK, ILLUSTRATIONS AND OTHER CONTENT EMBEDDED IN DIGITAL COLLECTIBLES
You acknowledge and agree that you do not own any logos, illustrations, photos, or any other forms of artwork, nor any copyrights or other proprietary rights therein, collectively the “Content” embedded in Digital Collectibles as part of the immutable data. Such Content is owned by Sweet, Brands, licensors, artists, or other partners, and is licensed, not sold. For clarity, each Digital Collectible is comprised of an NFT and Content that is associated with such NFT, such that if you own the NFT, and only for so long as you own such NFT, you will receive a license to access, display, and/or perform such Content through the NFT, subject to applicable terms and conditions.
You agree that you may not modify or attempt to modify the original Content associated with your Digital Collectibles in any way, and you agree you will not use the Content embedded in Digital Collectibles for any commercial benefit or distribute to any third party for commercial benefit.
DIGITAL COLLECTIBLE USE
YOU REPRESENT AND ACKNOWLEDGE THAT YOU ARE COLLECTING, TRADING OR PURCHASING DIGITAL COLLECTIBLES SOLELY FOR YOUR OWN COLLECTION, USE AND ENJOYMENT, AND NOT FOR SPECULATIVE OR INVESTMENT PURPOSES, FOR USE AS A SUBSTITUTE FOR CURRENCY OR MEDIUM OF EXCHANGE, RESALE OR REDISTRIBUTION AND THAT YOU ARE NOT ACQUIRING ANY EQUITY OR OTHER OWNERSHIP OR PROFIT-SHARING INTEREST IN SWEET, ITS AFFILIATES OR ANY BRAND AS A RESULT OF YOUR ACQUISITION OF DIGITAL COLLECTIBLES.
YOU WARRANT AND COVENANT THAT YOU WILL NOT PORTRAY THE DIGITAL COLLECTIBLES AS AN OPPORTUNITY TO GAIN AN ECONOMIC BENEFIT OR PROFIT, OR AS AN INVESTMENT, EQUITY, OR ANY OTHER OWNERSHIP OR PROFIT-SHARING INTEREST IN SWEET, ITS AFFILIATES OR ANY BRANDS.
YOU REPRESENT AND ACKNOWLEDGE THAT LEGISLATIVE OR REGULATORY CHANGES AT THE STATE, FEDERAL OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, OR EXCHANGE OF THE DIGITAL COLLECTIBLES.
As a Platform feature, you can choose how to display your owned Digital Collectibles in a virtual “trophy case” for others to view and enjoy. This virtual trophy case can be fully customized by Users and can be displayed within a public profile on the mobile app and on the web. Users can optionally add narrative and other metadata text to each collectible, explaining how they obtained the collectible and why it’s special to them. The virtual trophy case can also be put into “display mode” for projection on TVs and other displays for the enjoyment of others. The Platform also enables Brands to add additional utility to collectibles where proof of ownership can grant Users personalized benefits such as VIP access at a concert or event. Subject to any applicable conditions provided by Sweet and/or your local jurisdiction you may also, if available to you, choose to move your owned Digital Collectibles off the Platform to hold, use or display outside of the Platform in any manner of your choosing in which case Sweet shall have no further visibility of such Digital Collectibles.
Although many Users have no interest in parting with their Digital Collectibles, should you ultimately decide in the future to trade or sell your Digital Collectible, you understand that your Digital Collectibles are unique, and the value of your Digital Collectible is solely dependent on another person’s interest in your unique Digital Collectible and what he or she would be willing to trade for it or spend to purchase it. You understand that the value of your unique Digital Collectible is driven by many factors outside of your control and outside of Sweet and its Brand partners’ control, such as a buyer’s own connection and affinity with your unique Digital Collectible, the general interest in the talent or brand associated with the Digital Collectible (which can increase or decrease over time), general interest in collectibles both physical and digital overall, and many other factors. Given the above factors, you understand there is no guarantee that, should you ultimately want to sell or trade your unique Digital Collectible, you will be able to find a buyer for it or a person to trade with for your Digital Collectible, and if you are able to find a buyer or person to trade with, there is no guarantee that value of what you receive or the price you receive will be higher or lower at any time as compared to what you perceive as your value or what you spent or traded for to obtain your Digital Collectible. Ownership of a Digital Collectible does not give you any rights to equity or other ownership in Sweet or any of its affiliates or Brands.
TRANSACTIONS, FEES AND TAXES
We may make available the ability to purchase or otherwise obtain Digital Collectibles through the Platform (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Digital Collectibles will be used only in a lawful manner.
Sweet reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Digital Collectible; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Digital Collectible. Refunds and exchanges will be subject to Sweet’s or the relevant Brand’s applicable refund and exchange policies. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.
You agree to pay all charges incurred by you or on your behalf through the Platform, at the prices in effect when such charges are incurred. You are responsible for compliance with any tax obligations arising from your use of the Platform and are advised to consult with a tax advisor regarding your specific state, local, federal requirements for your jurisdiction or country. We shall bear no liability or responsibility with respect to any non-Sweet tax obligation. Sweet reserves the right in its absolute and sole discretion if Sweet deems it is within Sweet’s obligation for compliance with laws to issue you tax forms or disclosures, including but not limited to, Form 1099’s and to require that you complete any such additional information as may be required for Sweet to comply with governmental requirements. You agree to indemnify, defend, and hold Sweet, Brands and Affiliates and its and their respective officers, directors, employees, agents, licensors, representatives, advertisers, service providers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from your failure to provide required documentation or pay any appropriate taxes to the proper governmental authorities. To the extent that Sweet determines that it is liable or responsible in any jurisdiction for collecting or remitting any tax or providing transaction data to relevant authorities, Sweet has the right to implement such measures as it deems necessary, it its discretion, for ensuring compliance.
Sweet may provide functionality for a Digital Collectible such that certain downstream transfers for value of such Digital Collectible by you (e.g., to another consumer who collects Digital Collectibles) or to you (e.g., from another consumer transferring the Digital Collectible) that occur on the Platform may generate Content-related royalties to a Brand or its designee(s) based on the value of any such transfer and Sweet may charge a listing fee for any transactions taking place on or in connection with the Platform.
Sweet shall also be entitled to recoup or pass on any third-party transaction fees (including but not limited to debit card, credit card, PayPal fees) and, to the extent applicable, sales tax amounts incurred from your use of the Platform.
Sweet does not receive, custody, or process any payment of U.S. dollars or cryptocurrency in connection with transactions on the Platform involving Users. All transfers of U.S. dollars and cryptocurrencies between Users and Sweet, as applicable, are processed by third-party payment service providers, and your use of these services is subject to such third-party service providers’ terms and conditions.
OWNERSHIP AND PROPRIETARY RIGHTS
The names, logos, trade names, trademarks, service marks and other distinctive identifications on or off the Platform, including, without limitation, SWEET and / or our stylized logo, and the Sweet Bot logo: (among others) (collectively “Marks”) are the trademarks and intellectual property of and are proprietary to Sweet. In addition, the Brands may have their own trademarks and logos. You have no right to use any of our Marks or those of the Brands, or any confusingly similar marks thereto, for any purpose without the express, prior, written consent of SocialSweet Inc. or the respective Brands. Nothing contained on the Platform should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
LICENSE AND PLATFORM ACCESS
Sweet presumes that if you permit your minor child to go online and access your Account, or if you establish an Account for any minor child, then such minor child has your approval and express permission to have independent access to the Platform or any other subpage on the Platform. You understand and agree that if you do not wish your minor child to have independent access to the Platform, it is your duty to make sure that you do not give your minor child your Account access details or establish an Account for them. Remember, even if a minor child has your Account access details, you can change it by changing your password. As stated above, a minor child under age 13 is prohibited from using the Platform, even with permission from a parent or guardian. We note that some of our Brand partners may require a User to be age 18 or older to obtain Digital Collectibles associated with such Brand partners; please refer to the applicable Brand License Terms or Promotion rules for any minimum age requirements.
THIRD PARTY MATERIALS; LINKS
Certain Platform functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”) or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
ACCOUNT SUSPENSIONS AND TERMINATION
If we terminate an Account, we will permanently close such Account. . If you are a User and your Account is terminated, you acknowledge that you may lose your ability to access the Digital Collectibles associated with such Account.
If your Account is terminated or suspended by Sweet, you agree to cease all access to or use of the Platform or Services
PROCEDURE FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send to Sweet a written notice by mail or e-mail, requesting that Sweet remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Sweet a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to the Copyright Agent as follows: By mail to Copyright Agent c/o SocialSweet, Inc. DBA Sweet, 30 W Park Place, Morristown, New Jersey 07960 ; or by e-mail to firstname.lastname@example.org. The Copyright Agent’s phone number is 201-775-9000.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
DATA, EMAIL AND MOBILE PHONE NUMBERS
RULES OF CONDUCT
Your use of the Platform is subject to all applicable local, state, national laws, rules, and regulations and, in some cases, international treaties. You are solely responsible for all of your postings on the Sweet Platform, in the Sweet app, or through any third party social media, and all other activities, acts and omissions that occur in, from, through or under your Account. You agree to abide by these Rules of Conduct. You shall not use, allow, post, chat, encourage or enable others to use, allow, post chat, or knowingly condone the use of the Platform in any manner that is, attempts to, or is likely to:
- a. be libelous, threatening, abusive, harassing, deceptive, offensive, profane, obscene, vulgar, contains or depicts nudity, contains or depicts sexual activity, invasive of another’s privacy, tortious, defamatory, bullying, or harmful in any way that is deemed unlawful or restricted by law;
- b. use the Platform in any manner that could interfere with, disrupt, or inhibit others from fully enjoying the Platform, or that could damage, disable, overburden or impair the functioning of the Platform in any manner;
- c. send junk email chain letters, duplicative or unsolicited messages or transmissions deemed “spamming” or “phishing”;
- d. transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancel-bots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Platform’s root directory, Sweet grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Sweet reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
- e. use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same thing, to use, access, generate impressions, input information, or generate postings on social media sites;
- f. forge any TCP/IP packet header or part of the header information in any email or message, forum, tweet, comment or other social media posting for any reason or otherwise provide false or misleading information to Sweet;
- i. harvest or collect information about users of the Platform;
- j. reproduce, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Platform except as expressly authorized herein, without Sweet’s express prior written consent;
- k. remove any copyright, trademark or other proprietary rights notice from the Platform;
- l. frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without Sweet’s express prior written consent;
- m. systematically download and store materials or content from the Platform; or
- n. modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Platform or reverse engineer, disassemble or decompile any aspect of the Platform, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Platform.
Any reported offensive content is subject to be removed from the Platform within 24 hours, and the User creating such content is subject to being terminated from the Platform within 24 hours.
DISCLAIMER AND LIMITATIONS OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND ALL SERVICES, DIGITAL COLLECTIBLES, REWARDS AND CONTENT THEREON ARE MADE AVAILABLE ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. Without limiting the foregoing, neither Sweet, Brands nor any Affiliates, suppliers or collaborators are responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Platform. You understand, acknowledge, and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all Services, features and functions of the Platform.
Sweet cannot guarantee continuous service and access to the Platform without interruption or delay. It also is expected that occasional planned outages will be required to maintain and enhance the Platform. These updates and releases are done in the interest of improving the Sweet Platform functionality for the Brand and experience for the User. . You indemnify Sweet against any losses associated with an inability to use or access the Platform based on such system unavailability or limitation of access or functionality.
In some cases, Sweet integrates directly with third parties, including but not limited to, online merchant platforms, mailing list platforms, and social media platforms (“Third Party APIs”). You acknowledge that Sweet has no control over the uptime and functionality made available through Third Party APIs and as such certain aspects of the Platform could incur an outage outside of Sweet’s control, and certain aspects of the Platform’s functionality could be impacted by changes of features made available through Third Party APIs.
SWEET AND BRANDS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO ANY PART OF THE PLATFORM. SWEET DOES NOT REPRESENT OR WARRANT THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. SWEET 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 PLATFORM. WHILE SWEET ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM SAFE, SWEET CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY- RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD FROM THE PLATFORM. SWEET 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.
ADS AND MALWARE
We take great pride in creating the Platform. We keep an eye out for material technical glitches that affect how the Platform works and, when we find them, we will seek to fix them. Unfortunately, your computer or other device, or your online service provider or other entity, may cause some glitches that affect how you see the Platform -- and that is totally beyond our control.
If you experience any unusual behavior, content, or ads on the Platform, it may be the result of Malware on your computer or other device. Malware -- short for ‘Malicious Software’ -- is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner’s knowledge or permission. Malware includes computer viruses, keyloggers, malicious active content, rogue programs and dialers, among others. While we continuously work closely with our partners to ensure that everything on the Platform is working properly, sometimes Malware programs on your personal computer or devices may interfere with your experience on the Platform and on other sites that you visit. If you do discover any Malware on your system, we suggest you speak with a qualified computer technician. If you even suspect that there is any kind of Malware on the Platform or servers, please use the Contact Us and notify us immediately.
The Platform is controlled or operated (or both) from the United States and is not intended to subject Sweet to any non-U.S. jurisdiction or law. Although the Platform may be accessible worldwide, the Platform may not be appropriate or available for use in some non-U.S. jurisdictions, and we make no representation that materials thereon are lawful, appropriate or available for use in locations outside the United States of America and accessing them from territories where its content or your participation on the Platform is illegal is strictly prohibited. Those who choose to access the Platform from other locations outside the United States of America do so on their own risk and must comply with all local laws including but not limited to tax and securities laws. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
DISPUTE RESOLUTION AND GOVERNING LAW
If you are an individual accessing or using the Platform in your individual capacity, (a) 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, (b) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (c) if the parties are unable to agree on a location, such determination should be made by the American Arbitration Association or by the arbitrator. If you are an Organization or an individual accessing or using the Platform on behalf of, or for the benefit of, an Organization, the arbitrator will conduct hearings, if any, in-person in the County of New York in the State of New York.
Sweet shall not be liable for any interruption of Services or delivery of the Platform, which result directly or indirectly from acts of God, civil or military authority, act of public enemies, war, accidents, fires, explosions, earthquakes, floods, terrorism, failure of infrastructure, hacking, Internet downtime, lag or delay, the elements, or any other similar cause beyond our reasonable control.
APPLE DEVICE AND APPLICATION TERMS
In the event you are accessing the Services via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store (in either case, an “Application”), the following shall apply:
- 3. Apple is not providing any warranty for the Application except, if applicable, to refund the purchase price for it.
- 4. You will only use the Application in connection with an Apple device that you own or control;
- 5. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement;
- 6. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund you the purchase price, if any, of the Application;
- 7. You acknowledge and agree that the Sweet, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
- 8. You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Sweet, and not Apple, will be responsible for the investigation, defense, settlement, and discharge of any such infringement claim;
- 9. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
- 10. Both you and Sweet acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
- 11. Both you and Sweet acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these terms, and that upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as a third-party beneficiary hereof.
NEW JERSEY CONSUMERS
TECH DAY OF PINK
The Tech Day of Pink (“TDOP”) is an annual event hosted by ELC which raises funds for the Breast Cancer Research Foundation (“BCRF”). TDOP shall take place this year on October 14, 2021. As part of our fundraising efforts, ELC will sell three (3) series of Digital Collectibles (as defined below), via this Sales Page on the Platform. Each Digital Collectible consists of limited edition ELC digital content and an associated non-fungible token (“NFT”) minted to demonstrate rights ownership and authenticity of the content (each, a “Digital Collectible”). The Digital Collectibles being offered by ELC are as follows:
- Series 1: three (3) unique Digital Collectibles, each with an edition of fifty (50) NFTs
- Series 2: one (1) unique Digital Collectible, with an edition of four (4) NFTs
- Series 3: one (1) unique Digital Collectible, with an edition of one (1) NFTs
DONATIONS TO BCRF
At least sixty-five percent (65%) of the initial sale of each Digital Collectible released by ELC via this Sales Page shall go directly to BCRF. Only the initial sale of the Digital Collectibles on the Sweet Platform will benefit BCRF. Proceeds from secondary sales (whether on or outside the Sweet Platform), as described further in these Sales Page Terms and Conditions, will not be donated to BCRF, and ELC has no control over any such secondary sales or the proceeds therefrom.
HOW TO PURCHASE A DIGITAL COLLECTIBLE
You may purchase one or more Digital Collectibles on the Sales Page using a credit card or via one or more cryptocurrencies that Sweet may elect to accept from time to time. Some of our Digital Collectibles will be available for immediate purchase (Series 1 Digital Collectibles), while others will be offered at auction to the highest bidder (Series 2 and Series 3 Digital Collectibles). Your purchase of Digital Collectibles is subject to availability. Transactions that take place on the Platform are managed and confirmed via the Polygon Network. Further, you understand that ELC has no control over transactions on the Polygon Network, nor does ELC have the ability to reverse or refund any payments or transactions relating to the Digital Collectibles.
In addition to the price of the Digital Collectible as set forth on the Sales Page, you may be charged certain processing and transaction fees. A portion of the total price that you pay for the Digital Collectible in an initial sale from the Sales Page, including all such fees, is donated to BCRF. The fees that you may be charged in connection with a purchase of a Digital Collectible may include, without limitation, Platform transaction fees, payment processing fees, blockchain-related fees, and taxes. You will be solely responsible to pay any and all taxes, duties, and assessments (except taxes on our or Sweet’s net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Sales Page and purchase of a Digital Collectible.
OWNERSHIP OF THE DIGITAL COLLECTIBLE AND ASSOCIATED NFT
When you purchase a Digital Collectible through the Sales Page, you become the owner of the Digital Collectible, including the NFT authenticating and evidencing your ownership in such Digital Collectible, but excluding ownership in and to the underlying artwork in the Digital Collectible (the “Artwork”).
ELC owns and shall retain all right, title, and interest in and to the Artwork. Upon your purchase of a Digital Collectible, ELC hereby grants to you a worldwide, non-exclusive, perpetual, royalty-free license to use, copy, and display the Artwork in connection with the Digital Collectible and in accordance with the terms set forth herein. If you Transfer your Digital Collectible, such license shall automatically be deemed assigned to any subsequent purchaser(s) of such Digital Collectible. All rights to the Artwork are hereby expressly reserved by ELC.
Ownership of the Digital Collectible including the NFT representing such Digital Collectible is administered entirely on the Polygon Network. After becoming the owner of the Digital Collectible, you may then auction, sell, trade, gift, transfer, or otherwise dispose of (“Transfer”) such Digital Collectible. In order to make a Transfer, you will be required to open an electronic wallet that is compatible with the Polygon Network (a “Wallet”). While you may purchase Digital Collectibles without a Wallet, you will not be able to move the Digital Collectibles off the Platform without a Wallet. You can use your Wallet to store your Digital Collectible and engage in Transfers, using a credit card or via one or more cryptocurrencies that Sweet may elect to accept from time to time; provided, however, that the sale of any Digital Collectible must be accomplished by transferring the Digital Collectible from your Wallet on the Platform to a wallet on a third-party platform that permits such sales. Upon such Transfer, all ownership in that Digital Collectible automatically passes from you to the transferee. Your right to Transfer the Digital Collectible to a third party is conditioned upon the transferee’s acceptance of this Agreement.
If you purchase a Digital Collectible, you shall not, nor shall you authorize or permit any third party to, do or attempt to do any of the foregoing without ELC’s express prior written consent in each case: (a) modify the Artwork in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Artwork to advertise, market, or sell any product or service; (c) use the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Artwork in any other forms of media, except to the limited extent that such use is solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Artwork; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork; or (g) otherwise utilize the Artwork for your or any third party’s commercial benefit.
ASSUMPTION OF RISKS RELATED TO DIGITAL COLLECTIBLES AND BLOCKCHAIN
The prices of Digital Collectibles are extremely volatile and subjective. Digital Collectibles have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Digital Collectibles, which may also be subject to significant price volatility. ELC does not guarantee that any Digital Collectible purchased will obtain or retain value, as the value of Digital Collectibles is inherently subjective, and factors occurring outside of the TDOP, the Sales Page, the Platform, and ELC’s control may materially impact the value and desirability of any particular Digital Collectible. The Digital Collectible is not, and should not be treated as, an investment asset, and is not intended for investment purposes.
There are inherent risks associated with using Digital Collectibles, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within an individual’s Wallet. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of the Digital Collectibles. ANY DIGITAL COLLECTIBLE YOU PURCHASE, OR ANY TRANSFER OF A DIGITAL COLLECTIBLE YOU MAKE, ACCEPT OR FACILITATE, WHETHER INSIDE OR OUTSIDE OF THE SWEET PLATFORM, WILL BE ENTIRELY AT YOUR RISK. ELC DOES NOT CONTROL OR ENDORSE TRANSFERS OF DIGITAL COLLECTIBLES.
Use of Blockchain:
The Digital Collectibles exist only by virtue of the ownership record maintained on the Polygon Network. ELC may store the Digital Collectibles and the NFTs representing such Digital Collectibles on its own servers or those of third-party service providers. Any Transfer of NFTs occurs within the Polygon Network and not on the Sales Page or the Platform.
IF YOU PURCHASE A DIGITAL COLLECTIBLE, YOU ACCEPT AND ACKNOWLEDGE THAT ELC WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE SALES PAGE, THE PLATFORM OR THE POLYGON NETWORK, HOWEVER CAUSED. UPGRADES TO THE SALES PAGE, THE PLATFORM OR THE POLYGON NETWORK, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE POLYGON NETWORK MAY HAVE UNINTENDED, ADVERSE EFFECTS ON YOUR DIGITAL COLLECTIBLE.
The Digital Collectibles are intangible digital assets that exist only by virtue of the ownership record maintained in the Polygon Network. All smart contracts are conducted and occur on the decentralized ledger within the Polygon Network. ELC HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. ELC IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE POLYGON NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE POLYGON NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
ELC WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE SALES PAGE, THE PLATFORM, THE POLYGON NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SWEET PLATFORM, THE POLYGON NETWORK, OR ANY ELECTRONIC WALLET.
THE PLATFORM AND SALES PAGE
The Platform is an innovative marketplace where artists, innovators, and businesses can create intangible digital collectibles and the NFTs representing such digital assets, and sell those digital collectibles and NFTs to buyers. The Sales Page is the specific page on the Platform where you may purchase ELC Digital Collectibles, and where a portion of the proceeds from such purchase will go to BCRF. You are granted a non-exclusive right to access and use the Platform and the Sales Page in accordance with the Agreement.
Apart from the Digital Collectibles, the Sales Page may contain material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of ELC (collectively referred to as the “Content”). You shall not (i) sell, transfer, assign, license, sublicense, or modify the Sales Page or any Content; (ii) reproduce, display, publicly perform, make a derivative version of, distribute, reverse engineer or otherwise attempt to discover the source code of any software contained in or relating to the Sales Page or any Content; or (iii) otherwise use the Sales Page or any Content in any way for any public or commercial purpose or in any manner other than as expressly permitted in the Agreement. ELC and our licensors retain all right, title and interest and in and to (i) the Sales Page and all Content; (ii) all improvements and modifications to, and derivative works of, the Sales Page and all Content; and (iii) all intellectual property rights relating to the foregoing. You do not obtain any rights to the Sales Page or any Content, except for the limited right to access and use the Sales Page as expressly permitted herein.
The trademarks, service marks, and logos used and displayed on the Sales Page and Platform may be registered and/or unregistered trademarks or service marks of ELC, Sweet, and our respective licensors (collectively, the “Trademarks”). Nothing herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Trademarks inures to the benefit of ELC, Sweet, and our respective licensors, as applicable.
By accessing and/or using the Sales Page, you agree to comply with the following community guidelines (the “Community Guidelines”):
- You will only access the Sales Page if you are age thirteen (13) or over; users under age eighteen (18) must have permission from a parent or guardian to access and use the Sales Page, and a parent or guardian must accept this Agreement on behalf of the minor;
- You will comply with all applicable laws relating to your use of the Sales Page and will not use the Sales Page for any unlawful, deceptive, or fraudulent purpose;
- You will not “stalk,” threaten, or otherwise harass another person;
- You will not access or use the Sales Page to collect any market research for a competing business;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Sales Page through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Sales Page through hacking, password or data mining, or any other means;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Sales Page;
- You will not use any robot, spider, scraper, or other automated means to access the Sales Page for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Sales Page for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will not take any action that otherwise involves or results in the wrongful seizure or receipt of any Digital Collectibles, NFTs, or other digital assets, including purchase or sale of the Digital Collectibles by illegal means.
We have the right, but not the obligation, to review and reject or remove content that, in our sole discretion, does not adhere to these Community Guidelines. We also reserve the right, in our sole and absolute discretion, to deny you access to the Sales Page, or to any portion of the Sales Page, for any reason with or without notice. We may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.
DISCLAIMERS; LIMITATIONS OF LIABILITY
THE SALES PAGE AND THE DIGITAL COLLECTIBLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SALES PAGE WILL OPERATE ERROR-FREE, THAT THE SALES PAGE, THE PLATFORM, THE SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. ELC HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SALES PAGE AND THE PLATFORM AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) YOUR ACCESS TO OR USE OF THE SALES PAGE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SALES PAGE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) DATA PROVIDED THROUGH THE SALES PAGE WILL BE ACCURATE; (IV) THE SALES PAGE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SALES PAGE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SALES PAGE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
THE SALES PAGE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE PLATFORM. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SALES PAGE AT ANY TIME WITHOUT NOTICE.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, WE SHALL NOT BE LIABLE FOR (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM THE ACCESS AND USE OF THE SALES PAGE, OR THE INABILITY TO ACCESS AND USE THE SALES PAGE, OR (II) DIRECT DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO THE FEES THAT WE HAVE COLLECTED FROM YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Sales Page may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content or products available through such External Sites. The External Sites may offer third-party goods and services (the “Third Party Products”), and you acknowledge and agree that: (i) we do not manufacture or sell the Third Party Products and thus have no control over the quality, safety, legality or efficacy of any Third Party Product; (ii) we have no involvement in any transaction involving any Third Party Products; and (iii) we shall have no liability with respect to any Third Party Product or any transaction or interaction between you and the provider of any Third Party Product.
The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) breach of any of your representations, warranties or other obligations under this Agreement; (ii) your misuse of the Sales Page or Platform; (iii) your gross negligence or willful misconduct; (iv) any transaction that you enter into with another user of the Sales Page; or (v) any actual or alleged infringement or misappropriation of third party intellectual property rights by any Artwork provided by you for sale through the Sales Page. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
COMPLIANCE WITH APPLICABLE LAWS
The Sales Page is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Sales Page from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
When you make, or attempt to make, a purchase on the Sales Page, we and/or Sweet may collect certain information from you, including your name, billing address, email address, and phone number. We refer to this information as “Transaction Information.” In the event Sweet collects Transaction Information on our behalf, Sweet may then share such Transaction Information with ELC. We may use the Transaction Information to: communicate with you; screen our transactions for potential risk or fraud; comply with applicable laws, regulations and guidelines regarding identity verification; and when in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services. Sweet and its third-party payment processing providers may also collect from you, process and store your payment information including credit card information and/or bank account information in accordance with their respective privacy policies.
The Sales Page is intended for users 13 years or older; you are not permitted to access or use the Sales Page if you are younger than 13. We do not knowingly collect personal information from children under the age of 13 through the Sales Page. If you are under 13, please do not give us any personal information. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce this Agreement by instructing their children to never provide personal information without their permission.
The Platform © 2021 SocialSweet, Inc. dba Sweet. All rights reserved.