LEGACY LEADERS PLATFORM
TERMS OF SERVICE
Legacy Leaders is a collection of non-fungible tokens (NFTs) existing on the Ethereum blockchain network. The primary purpose of the website located at https://legacyleadersnft.com (the “Website”) is to provide users of the Website information concerning, and access to the purchase of, Legacy Leaders NFTs. As these terms of service constitute a legally-binding agreement, please read this agreement carefully before using the Website, purchasing Legacy Leaders NFTs, and/or utilizing the services offered by Legacy Leaders NFT LLC.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN USE OF THE WEBSITE OR PARTICIPATE IN THE PURCHASE OF ANY LEGACY LEADERS NFT.
- Acceptance of Terms of Service
(a) These terms of service, together with any documents expressly incorporated herein by reference (collectively, “Terms of Service”), constitute a legally binding agreement (the “Agreement”) between you (referred to herein as “you”, “your” or “User”) and Legacy Leaders NFT LLC, a Delaware limited liability company (“Company”, “we”, “our”, or “us”). These Terms of Service govern your access to, and use of, the Website, including any Company-controlled platform or interface used for the purchase of non-fungible blockchain-based digital tokens owned or associated therewith (each such non-fungible token, a “Legacy Leaders NFT”).
(b) By accessing and using this Website, attempting to purchase or purchasing a Legacy Leaders NFT, and/or by your participation in the Legacy Leaders NFT offering, you expressly acknowledge that you understand this Agreement and accept all of its terms.
(c) If you utilize the Website or services of Company on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity and the individuals represented by that entity, and (ii) you represent and warrant that you are authorized to bind the entity to these Terms of Service, and that you agree to the Terms of Service on the entity’s behalf.
- Changes to the Terms of Service
(a) Company reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Service, or change, suspend, or discontinue access to the Website or Company’s services, without limitation, at any time by posting a notice on the Website or by sending you an e-mail. All changes are effective immediately when we post them and
apply to all access to and use of the Website and any associated platform. Your continued access and use of the Website after any changes/modifications constitutes an acceptance of the revised Terms of Service. We encourage you to check periodically for any updates or changes.
(b) You must be 18 years old to access the Website or purchase a Legacy Leader NFT. If you are under 18 years old, you are not permitted to use the Website for any reason. By accessing our website, you represent and warrant that you are at least 18 years of age.
(c) By using the Website you warrant that you are (i) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (ii) not a ‘denied party’ as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions, or otherwise listed on any U.S. government list of prohibited or restricted parties.
(d) You agree to comply with all applicable export and reexport control laws and regulations, including without limitation, the Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Company under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.
- Sale of NFT: Ownership & License
When you purchase a Legacy Leader NFT, you become the sole owner of that unique, serialized NFT and pursuant to the terms and restrictions set forth herein, are granted by Company a limited license for the use and enjoyment of the underlying artwork (the “Art”) embedded in the digital media file uniquely associated therewith. Specifically, upon said purchase, Company shall grant you a non-exclusive, universe-wide, perpetual, and royalty-free license to:
(a) use, display, and reproduce the Art embedded in your Legacy Leaders NFT for your own personal use and enjoyment;
(b) commercialize your Legacy Leaders NFT by producing and selling physical merchandise that portrays the Legacy Leaders NFT’s underlying Art in its entirety;
(c) sell or transfer your Legacy Leader NFT to another party, provided that such buyer or transferee be made aware of, and shall forever be bound by, the terms contained in this Agreement;
(d) use your Legacy Leaders NFT as part of a third-party website or application which permits the inclusion, involvement, and/or participation thereof, either statically (i.e. so called ‘PFP’ or profile picture format) or fluidly (i.e. avatar or similar format); provided that, the website or application cryptographically permits and verifies each Legacy Leaders NFT owner’s rights and ownership to display the Art and the website or application ensures only the actual owner can display the Art;
(e) use your Legacy Leaders NFT for the purpose of creating derivative works based on the Art (“Adapted Art”); provided any such Adapted Art must contain the original traits or features of the Art (including color schemes) and may not use trays or features from other Legacy Leaders artwork (including color scheme).
- Restrictions on NFT
(a) Notwithstanding Section 3 hereof, the purchase of the Legacy Leader NFT does not confer upon you (i) any ownership in the Art, (ii) any ownership, equity, or profit-sharing interest in Company, (iii) ownership of any Company Intellectual Property (as defined below), or (iv) any other rights not otherwise specifically granted herein.
(b) You acknowledge and agree that Company and/or its licensors and affiliates own all legal rights, title, and interest in-and-to the Art, and all intellectual property rights, including but not limited to, trademark and copyright rights, therein. Any rights provided to you upon purchase or ownership of a Legacy Leaders NFT are limited to those expressly stated herein. For the avoidance of doubt, Company reserves all rights and ownership to the Art not specifically granted to you in this Agreement and, specifically, retains the unencumbered right and privilege to use your Legacy Leaders NFT for any and all marketing and promotional purposes as Company may so desire in its sole discretion without the need for prior consent from you.
(c) You understand and agree that the individual layers and traits of the Licensed NFTs are not owned by you and are the sole property of Company and/or its licensors and affiliates. You further agree that you may not, nor permit any third party to do or attempt to do the foregoing without the express prior written consent from Company:
(i) modify the Art in your Legacy Leaders NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, color schemes, or design elements of the Legacy Leaders NFT;
(ii) produce any merchandise in connection with your Legacy Leaders NFT that depicts lewd behavior, illegality, hatred, violence, racism, libel or slander, intolerance, cruelty, vulgarity, pornographic or other “adult-only” material, discrimination, or otherwise harmful material to the Art and Legacy Leaders Brand, as determined in Company’s sole and reasonable discretion; or
(iii) attempt to trademark, copyright, or otherwise attempt to acquire additional intellectual property rights in your Legacy Leaders NFT or underlying Art. For the avoidance of doubt, you shall be the exclusive owner of all creative elements of your Adapted Art which are original to you provided that any registration or recognition thereof shall disclaim any Art contained therein.
(d) Additionally, you acknowledge and agree that Company (or, as applicable, its licensors and affiliates) owns the intellectual property rights published on the Website, including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes), and all other content or any description available on the Website or available via a link from the Website to a page created by Company on another website (collectively, the “Related Content”). The Related Content is the sole property of Company and/or its licensors, affiliates, or third-party service providers.
(e) The Related Content and the Art shall together constitute the “Company Intellectual Property”.
(f) Your failure to comply to any right, restriction, or obligation contained in Sections 3 and 4 hereof shall be grounds for immediate revocation of the license granted herein by Company.
(a) Subject to your compliance with all of the material terms and conditions contained herein, you shall have a limited right to transfer or sell your Legacy Leader NFT, provided that the transferee or purchaser thereof acknowledges, accepts, and shall forever be bound by the terms of this Agreement, as amended from time to time.
(e) Company shall not be responsible for, and you forever indemnify and hold company harmless with respect to, any transaction between you and any third party for the sale or transfer of your Legacy Leader NFT, including using any non-affiliated NFT trading platform to facilitate such sale or transfer.
(b) You understand and agree that the rights granted in Section 3 are licensed solely to the rightful and legal Owner of the Legacy Leaders NFT. Your licensed rights to the Legacy Leaders NFT will terminate upon the rightful and legal sale or transfer of your Legacy Leaders NFT, and upon their acceptance of the Terms of Service of this Agreement, said rights shall vest in the subsequent owner thereof. For the avoidance of doubt, subsequent Legacy Leaders NFT owners are not entitled to the ownership of any Adapted Art created by a previous Legacy Leaders NFT owner.
(a) You agree to be solely responsible for your own conduct while accessing or using the Website, and for any consequences thereof. You agree to use the Website only for purposes that are legal, proper, and in accordance with these Terms of Service and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to:
(i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content;
(ii) distribute viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(iii) impersonate another person;
(iv) upload, post, transmit or otherwise make available through the Website any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others;
(v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering);
(vi) interfere with other users’ use of the Website;
(vii) use the Website for any unauthorized commercial purpose;
(viii)modify, adapt, translate, or reverse engineer any portion of the Website;
(ix) remove any copyright, trademark or other proprietary rights notices contained in or on the Website or any part of it;
(x) use any technology to collect information about the Website’s for any unauthorized purpose;
(xi) access or use the Website for the purpose of creating a product or service that is competitive with any of our products or services.
(b) If you engage in any of the activities prohibited by this Section 6, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your access to the Website and/or any user account associated therewith.
- Assumption of Risk
You accept and acknowledge each of the following:
(a) No information on the Website is or shall be considered to be advice or an invitation to enter into an agreement for any investment purpose. Nothing on the Website is intended
to be an offering of any securities in any jurisdiction, nor does it constitute an offer or invitation to purchase shares (including in our company), securities, or other financial instruments. Because our project consists of licensing art, we have not registered with any securities regulators. It remains your sole responsibility to ensure that your purchase of Legacy Leaders NFTs and license to use our artwork is in compliance with the laws and regulations of your jurisdiction.
(b) You understand and agree that Legacy Leaders NFTs are made solely for entertainment purposes. You agree and understand that that:
(i) the market and prices for a blockchain asset are extremely volatile and subjective and collectible blockchain assets, such as the Legacy Leaders NFTs, have no inherent or intrinsic value, and fluctuations in the price of such blockchain assets could materially and adversely affect the price and value of your NFTs;
(ii) there are risks involved with using internet-based currency and asset, including, but not limited to, risk of hardware, software, internet connection failure, risk of malicious software, and risk that unauthorized parties may gain access to your personal information including such information and assets contained in your digital wallet or elsewhere;
(iii) internet-based currency and assets are not currently regulated by any regulatory regimes, and new regulations or policies that may materially affect the value of any NFTs;
(iv) there is an inherent risk that you may lose access due to loss of private keys, custodial error, or even purchaser error;
(v) there are risks related to taxation; and
(vi) Company does not make any guarantees or representations about the availability of the NFTs or the art or that they will host the Licensed NFTs or the Art in any specific location for any specific period of time.
(c) You agree that you have received sufficient information to make an informed decision regarding the decision to purchase or otherwise obtain a Legacy Leaders NFT and that you understand and agree that you are solely responsible for determining the value, nature, and appropriateness of the above risks for yourself.
(d) NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your licensed artwork and NFTs. You understand and accept all risks associated with any regulations that impact such value.
(e) You also assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum network.
(f) If you elect to purchase a Legacy Leader NFT through our smart contract, any financial transactions that you engage in will be conducted solely through the Ethereum blockchain network. Ethereum wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. BECAUSE OUR SMART CONTRACT OPERATES ON THE ETHEREUM BLOCKCHAIN NETWORK THERE IS NO ABILITY TO UNDO, REVERSE, OR RESTORE ANY TRANSACTIONS INVOLVING OUR NFTS. As such, you agree that 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 or any other transactions that you conduct via the Ethereum blockchain network. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum blockchain network. You hereby expressly understand the risks of, and shall solely be responsible for, any and all transactional failures and/or lost gas fees associated therewith, and Company shall have no obligation to reimburse you for the same.
- Non-Investment Purposes
You represent and warrant that any purchase of an NFT by you is solely for your personal collection, use and enjoyment, and not for speculative or investment purposes, or for use as a substitute for currency or other medium of exchange.
(a) THE WEBSITE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED.
(b) TO THE EXTENT THAT COMPANY OFFERS A SO-CALLED “PRE-SALE” OR “ALLOW-LIST” TO CERTAIN PROSPECTIVE BUYERS OF LEGACY LEADERS NFTS, THE ALLOCATION TO YOU OF THE SAME IS NEITHER GUARANTEED OR WARRANTED, EITHER AT ALL OR EVEN ONCE SUCH STATUS HAS BEEN GRANTED TO YOU. THE GRANTING OF SUCH ‘PRE-SALE” OR “ALLOW-LIST” (or similar) STATUS IS INTENDED ONLY FOR ENTERTAINMENT PURPOSES AND HAS NO INTRINSIC MONETARY OR SIMILAR VALUE AND YOU SHALL NOT BE ENTITLED TO COMPENSATION FOR THE SAME IN THE EVENT SUCH STATUS IS RETRACTED OR TERMINATED BY COMPANY, FOR ANY REASON, IN ITS SOLE DISCRETION.
(c) ALL LEGACY LEADERS NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. COMPANY AND ITS LICENSEES AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, GOODWILL, WORK STOPPAGE, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, TECHNOLOGY FAILURE, OR MALFUNCTION, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE RELATED TO ANY NFT OR OTHERWISE) HOWEVER ARISING, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. BY USING THE WEBSITE, USER ACCEPTS SOLE RESPONSIBILITY FOR ANY AND ALL TRANSACTIONS INVOLVING LEGACY LEADERS NFTS.
(d) This Agreement shall not constitute a joint venture, partnership, employment, or agency relationship between the parties.
- Limitation of Liability
Neither we, nor our affiliated and related companies, nor each of their respective directors, shareholders, officers, employees, contractors, representatives, licensees and assigns, harmless shall have any liability for any losses, damages, claims, costs and expenses you may incur as a consequence of (i) your use of the Website or the Ethereum blockchain network, (ii) your purchase (or attempts to purchase) a Legacy Leader NFT, or (iii) the secondary sale of the same.
(a) You agree to defend, indemnify, and hold harmless Company, its officers, directors, employees, affiliates, third-parties, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
(i) your use of the Website;
(ii) your Feedback;
(iii) your violation of these Terms of Service;
(iv) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights);
(v) your misconduct in connection with the Website;
(vi) your violation of our non-exclusive license;
(vii) your use of the Art or any Adapted Art;
(viii)your use of any Legacy Leaders’ affiliate or licensees’ services;
(ix) your violation of any term of this Agreement; or
(x) arising out of any claim that you have breached any provision of these Terms of Service.
(b) This defense and indemnification obligation will survive this Agreement. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
(c) You agree to promptly notify Indemnified Parties of any third-party Claims, cooperate with Indemnified Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Indemnified Parties will have control of the defense or settlement, at the Indemnified Party’s sole option, of any third-party Claims.
- Dispute Resolution
By using the Website, you agree that:
(a) any claim, dispute, or controversy you may have against us, our affiliates, our assigns, and/or our licensees arising out of, relating to, or connected in any way with this Agreement, the Website, our services, or the purchase of any Company-affiliated NFT shall be resolved exclusively by final and binding confidential arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Consumer Rules and Procedures established by AAA (“Rules and Procedures”);
(b) the claim or dispute must be brought within one (1) year of the first date of the event giving rise to such action (does not apply to New Jersey users) and the arbitration shall be held in a location as may be mutually agreed upon by you and Company;
(c) the arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law;
(d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Legacy Leaders’ individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated (this does not apply to New Jersey users);
(e) both parties will bear their own costs of representation and filing for the dispute;
(f) where possible and allowed for under the AAA Rules and Procedures both parties shall be entitled to appear electronically or telephonically for all proceedings; and
(g) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Company shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, users may visit the AAA website at http://www.adr.org. In the event that any portion of this arbitration provision is found to be unenforceable or void, both parties agree to settle any disputes arising out of this Agreement in a court of competent jurisdiction located in Tennessee.
WITH RESPECT TO ANY DISPUTES, YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO (I) HAVE A TRIAL BY JURY AND (II) PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
If any provision or part of a provision of these Terms of Service is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. If two or more provisions of this Agreement or any other agreement you may have with Company are deemed to conflict with each other’s operation, you agree that Company shall have the sole right to elect which provision remains in force.
- Governing Law
This Agreement and any action related to this Agreement shall be governed by the laws in force in the State of Delaware and US Federal law. Foreign laws do not apply. The offer and acceptance of this contract are deemed to have occurred in the State of Delaware.
Company will not collect any cookies, IP addresses, or Collector data in connection with your use of the Website. This is subject to change. User understands that Company may work with third-party applications that collect data, such as Discord, Collab.Land, or MetaLink for NFT
holder verifications or giveaways. Additionally, User understands that the Ethereum blockchain network is a public blockchain and all of your transaction history initiated through the Website will be made public.
You may choose to submit comments, bug reports, ideas or other feedback about the Website, including without limitation about how to improve the Website (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose.
- Digital Millennium Copyright Act of 1988
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 the U.S. copyright law. If you believe in good faith that materials hosted by Company and/or on the Website infringe on your copyright, you, or your agent may send to Company a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Company actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to Company a counter-notice. All notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http:// www.loc.gov/copyright for details. Company’s Copyright Agent for notice of claims of copyright infringement or counter notices can be reached as follows: through a direct message to Company’s Twitter at @LegacyLeaderNFT
- No Waiver
Our failure to exercise or enforce any right or provision of these Terms of Service will not operate as a waiver of such right or provision.
The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
- No Intended Third-Party Beneficiaries
Except as otherwise provided herein, these Terms of Service are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
You may not assign or delegate any rights under these Terms of Service. We may freely assign or delegate our rights under these Terms of Service.
- Electronic Communications
You agree that communications and transactions between us may be conducted electronically.
- Entire Agreement
You agree that these Terms of Service constitute the entire agreement between you and us and govern your use of our services, our website, and any products sold or distributed through the Website, including our NFTs, superseding any prior agreements between you and us on these subjects.
Last modified March 1, 2022.