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Royal Society of Players
Terms & Conditions
Last Modified: February 2022

These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your”, or “User”) and Royal Society of Players, LLC (“RSOP”, “we”, “us” or “our”), governing your purchase of digital artworks (NFTs, defined below) running on the Ethereum blockchain as part of the Royal Society of Players NFT collection offering (the “Offering”) and use of this website (https://www.royalsociety.io/) (the “Website”). By participating in the Offering, purchasing a Licensed NFT (defined below), and/or using the Website , you agree to be bound by these terms and all the terms incorporated herein and all of the terms of service.

By entering into this Agreement, participating in the Offering, purchasing a Licensed NFT, and/or using this website, you expressly acknowledge that you understand this Agreement and accept all its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not participate in the Offering, purchase a Licensed NFT, or use our Website. As further described in Article IX below, these terms and conditions may be changed at any time, without notice, at which time an updated version of this Agreement will be made available on our Website. Your continued participation in the Offering, purchase of a Licensed NFT, and/or usage of our Website will constitute your acceptance of the revised Agreement. All information we collect on this Website is subject to our Privacy Policy, located at www.royalsociety.io, which is hereby incorporated in this Agreement. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

ARTICLE I
Definitions
  1. “Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
  2. “Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.
  3. “Royal Society of Players” means Royal Society of Players, LLC.
  4. “Name and Likeness” means name, nicknames, images, logos, likenesses, marks, copyrights, trade dress colors, trade dress designs, marketing materials and/or all other intellectual property of Royal Society of Players
  5. “NFT” means any blockchain-tracked, non-fungible token.
  6. “Licensed Rights” with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
  7. “Licensed NFT” means an NFT from Royal Society of Players.
  8. “Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
  9. “Experiences” means all in-person and virtual events and rewards organized by Royal Society of Players and members of its community available to those purchasers of certain Licensed NFTs, including any rewards and gifts presented by Royal Society of Players to said purchasers.
ARTICLE II
Ownership and Licensed Rights
  1. You acknowledge and agree that Royal Society of Players (or, as applicable, its licensors) owns all legal right, title, and interest in and to the Art and Name and Likeness, and all intellectual property rights therein.
  2. The rights that You have in and to the Licensed NFT and Art are limited to those expressly stated in Article II Section 7 of this Agreement. Your rights are granted for each Licensed NFT You own for the entire period of ownership. Once ownership of the Licensed NFT is transferred, any and all rights transfer along with that Licensed NFT.
  3. Royal Society of Players reserves all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Article II of this Agreement.
  4. All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.
  5. By using the Website, participating in the Offering, or purchasing a Licensed NFT, you are accepting sole responsibility for any and all transactions involving Licensed NFT. You are responsible for the safety and management of Your own private Ethereum wallet(s) and validating all transactions and contracts generated by the Website or any third party marketplace before approval. Furthermore, as the Royal Society of Players smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions. Royal Society of Players can make no guarantee to return or mint a new asset for you in the event that you lose, sell, destroy, or have your Licensed NFT stolen.
  6. By redeeming or participating in any Experience, You acknowledge that the terms and conditions set forth in this Agreement apply to all Experiences and that attendance at any Experience is conditioned upon your adherence to these terms and conditions. Royal Society of Players reserves all rights and discretion with regards to manner and selection of winners regarding the transferring of any rewards, prizes or experiences.
  7. Without limiting the foregoing and subject to your continued compliance with this Agreement, Royal Society of Players grants You, until such time as you sell a Licensed NFT to another, a limited, worldwide license to use, copy, and display the Licensed NFT and Art, and create derivative works, and authorize others to create derivative works, based upon the entire Licensed NFT and Art, up to an aggregate gross revenue limit of $100,000 US Dollars (“Personal Use”). Examples of such Personal Use include, but are not limited to, the use of the Licensed NFT and Art to produce and sell merchandise products (T-Shirts, etc.) that display copies of the Art, to create any digital derivatives or other NFT representations of the Licensed NFT, or to manufacture and sell printed copies of a Licensed NFT and Art on a limited basis. Upon approaching this $100,000 limit, You agree to promptly contact Royal Society of Players to declare your intention to expand this agreement beyond Personal Use and into a commercial use scenario (“Commercial Use”). You may not engage in any Commercial Use unless and until You have entered into a Commercial Use agreement with Royal Society of Players, the terms and conditions of which shall be separately negotiated between the parties at Royal Society of Player’s sole discretion. In the absence of an agreement between You and Royal Society of Players governing Commercial Use of a Licensed NFT and Art, You agree that You will, promptly and without undue delay, cease any and all revenue-generating usage upon reaching $100,000 US Dollars in gross revenues. Nothing herein shall restrict Royal Society of Players’ right to use, copy, and display the Licensed NFT or Art for its own Commercial Use.
  8. You may not use any trademark, logo, Name and Likeness, or other proprietary information (including images, text, page layout, or form) of the Website, our company, or our services without express written consent.
ARTICLE III
Restrictions
  1. You agree that you may not, nor permit any third party to do or attempt to do, any of the following without the express prior written consent from Royal Society of Players in each case: (i) use the Licensed NFT, Name and Likeness, and/or Art from your Licensed NFTs 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, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness, and/or Art from Your Licensed NFTs; or (iii) hold yourself out to be the Royal Society of Players or to be collaborating with the Royal Society of Players.
  2. To the extent that the Licensed NFT, Name and Likeness, and/or Art associated with Your Licensed NFTs contains Third Party IP, You understand and agree as follows: (i) You will not have the right to use such Third Party IP in any way except as incorporated in the Art, such use subject to the license and restrictions contained herein; (ii) depending on the nature of the license granted from the owner of the Third Party IP, Royal Society of Players may be required to pass through additional terms and/or restrictions on Your ability to use the Art; and (iii) to the extent that Royal Society of Players informs You of such additional restrictions in writing (email is permissible), You will be responsible for complying with all such restrictions from the date that You receive the notice, and that failure to do so will be deemed a breach of this Agreement.
  3. The restrictions in this Article III will survive the expiration or termination of this Agreement.
ARTICLE IV
Termination of the License
  1. The Licensed Rights granted to You hereunder shall automatically terminate and all rights shall return to Royal Society of Players if: (i) at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Licensed NFT for any reason except as specially provided in Article II of this Agreement; (ii) You breach any of the Agreement and conditions; (iii) You have a trustee, receiver or similar party appointed for Your property, become insolvent, acknowledge Your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (iv) You engage in any unlawful business practice related to the Licensed NFT; (iv) You initiate any legal actions against any of Royal Society of Players and/or its members, officers, directors, affiliates, agents, attorneys and employees.
  2. Upon termination of the Licensed Rights, Your rights to utilize the Licensed NFTs for Personal Use and, if applicable, Commercial Use, shall automatically terminate.
ARTICLE V
Disclaimers of Warranties and Limitations of Liability
  1. YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  2. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, HACKS, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, ANY THIRD-PARTY LINKS ACCESSED THROUGH OR IN CONJUNCTION WITH THE WEBSITE, OR ON ANY WEBSITE LINKED TO IT.
  3. To the extent that Royal Society of Players undertakes to guarantee the authenticity of any item or Licensed NFT on the Website, such guarantee will be conspicuously displayed and shall be described in additional terms attached or linked to the subject item or Licensed NFT.
  4. IN NO EVENT WILL RSOP, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY SMART CONTRACTS OR DISTRIBUTED APPLICATIONS EXISTING ON OR CONNECTING TO THE WEBSITE, ANY LOSS OF FUNDS OR COLLATERAL, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. UNDER NO CIRCUMSTANCES WILL RSOP BE RESPONSIBLE FOR ANY DAMAGES, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR ITS CONTENTS. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROYAL SOCIETY OF PLAYERS’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO ROYAL SOCIETY OF PLAYERS FOR THE APPLICABLE LICENSED NFT.
  6. 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, willful misconduct, or fraud.
  7. You expressly waive your right to file a claim, dispute and/or take any legal action against the Royal Society of Players and/or its members, officers, directors, affiliates, agents, attorneys and employees on a class or collective basis.
  8. Royal Society of Players and/or its members, officers, directors, affiliates, agents, attorneys, and employees will not be responsible for any typographic or other Website errors.
  9. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law.
ARTICLE VI
Assumption of Risk
  1. You agree that You assume the following risks:
    a) An NFT is a digital tool that can represent real-world objects such as photographs, videos, writings, or music. NFTs are usually built using similar technology to digital currencies. But while digital currencies are usually fungible, NFTs are not. Each NFT is coded into a blockchain, contains built-in authentication and proof of ownership, and is one-of-a-kind. When you buy an NFT, the terms of your purchase, and the rights you actually purchase and own, may be limited by the terms or technology of the underlying NFT. It is up to you to confirm your understanding of what you are buying and the license you are receiving.
    b) You further understand that blockchain transactions are not reversible.
    c) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including Your Licensed NFT, and there is no guarantee that Your Licensed NFTs will have or retain any value;
    d) the commercial or market value of a Licensed NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity regarding NFTs or cryptocurrency, etc.;
    e) there are risks associated with using an Internet-native asset (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software, and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and Royal Society of Players will not be responsible for any of these, however caused; and
    f) Royal Society of Players is not responsible for any transaction between you and a third party (e.g., Your transfer of a Licensed NFT from a third party on the so-called “secondary market”), and Royal Society of Players shall have no liability in connection with any such transaction.
  2. In addition to assuming all the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to license the Licensed NFT and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.
  3. Royal Society of Players cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current, or error-free, meets Your requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected.
  4. You accept and acknowledge that Royal Society of Players will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Offering or the Licensed NFTs.
  5. You agree that no information on Royal Society of Players’ website nor any communication from the Royal Society of Players or within Royal Society of Players’ communities should be considered financial advice.
  6. You agree that the information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. We attempt to be as accurate as possible in our product descriptions; however, we do not warrant that product descriptions or other content on the Website are accurate, complete, reliable, current or error-free. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Website, or by anyone who may be informed of any of its contents.
  7. This Website may include, or link to, content provided by third parties, including materials provided by other users, third-party licensors, syndicators, or aggregators. All statements and/or opinions expressed in such materials, and all articles and responses to questions and other content, other than the content provided by the Royal Society of Players, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Royal Society of Players. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
ARTICLE VII
Taxes and Fees
  1. You understand that Licensed NFTs must be purchased with Ethereum and that Royal Society of Players has no control over “gas” fees collected by Ethereum miners.
  2. You understand that Royal Society of Players does not have the ability to reverse Ethereum transactions.
  3. You agree not hold Royal Society of Players liable for any expenses or fees associated with interacting with our smart contract and/or minting or attempting to mint a Licensed NFT on our site.
  4. Royal Society of Players is not 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 may apply to transactions on the Website.
  5. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of Taxes to the appropriate taxing authorities.
  6. Unless otherwise indicated on an applicable invoice, amounts due on this Site are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”). This means that Sales Taxes become your sole responsibility.
  7. Company may modify the type of payment methods available to you at its own discretion. We may use third-party payment services providers to assist us in providing payment capabilities, and we may process your data and transfer it to these third parties. You hereby explicitly consent to: our use of such third-party service providers, the outsourcing of services to them, and the related transfer and processing of data.
  8. Any contract between multiple users on the Ethereum blockchain, to which Royal Society of Players is not a party, will be subject to the contract terms agreed to by those users and You understand that Royal Society of Players is not involved in such transactions and has no control over such transactions.
  9. You understand that some third parties, including payments services providers and others, may have their own applicable terms and conditions for the payment methods you choose to use. Failure to follow such third-party terms and conditions may result in fees assessed to you (for example, credit card currency conversion fees) or other actions taken by such third parties, and you agree that we have no control over, or responsibility or liability for, such fees or actions.
  10. You are responsible for reading the full item listing before making any purchase or committing to buy.
  11. California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between the Royal Society of Players and You, unless otherwise agreed to in writing.
ARTICLE VIII
Governing Law
  1. This Agreement and all matters related to it and/or any Licensed NFT shall be governed by, construed, and enforced in accordance with the laws of the State of New York, as they are applied to agreements entered and to be performed entirely within New York and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.
  2. Any legal suit, action or proceeding arising out of, or related to, this Agreement or the Website shall be brought exclusively in the State of New York, although we retain the right to bring any suit, action or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  3. Notwithstanding the provisions above regarding governing law and jurisdiction, at its sole discretion, RSOP may require You to submit any disputes arising from the use of this Agreement or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law. You are waiving your rights to assert a claim against Royal Society of Players in a court of law in front of a judge and/or jury. Any disputes you have with RSOP can only be resolved finally and exclusively through binding arbitration on an individual basis. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of class or representative proceeding.
  4. If a You, a buyer or the owner of a payment instrument initiates a return, cancellation, direct debit reversal, buyer protection claim, or otherwise asks their financial institution to open a payment dispute (all referred to solely within this paragraph as “Dispute”) in connection with a transaction, you agree that we may investigate and, at our discretion, re-present the Dispute with the payment method providers. You agree to provide timely information to assist in our Dispute investigations and understand that your failure to provide requested information on the timeline we require and as specified by credit and debit card networks’ and other payment service providers’ rules could adversely impact the outcome of an investigation, including forfeiture of the amounts in dispute. You will not contest the resolution of any Dispute that we investigate and/or re-present, nor will you re-open resolved Dispute investigations. You authorize us to pay on your behalf any amounts resulting from a Dispute, including costs and fees associated with re-presentment.
  5. YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND RSOP AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (subject to other requirements and limitations of this Agreement), subject to your and RSOP’s right to appeal the court’s decision. All other claims will be arbitrated.
  6. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
ARTICLE IX
Modifications
  1. Royal Society of Players may, in our sole discretion, amend or modify this Agreement from time to time. When Royal Society of Players makes such amendments or modifications, and except when required by law, we will make the updated Agreement available on the Website and update the “Last Modified” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and Your continued access or use of the Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
  2. If you are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
  3. Any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or prior to the effective date of any updated Agreement.
ARTICLE X
Eligibility
  1. Participation in the Offering and/or purchasing a Licensed NFT on the secondary market is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof.
  2. Participation in the Royal Society of Players NFT Collection Offering and/or purchasing a Licensed NFT on the secondary market is not available to persons or entities who have had their privileges temporarily or permanently deactivated.
  3. You may not allow other persons to use your access credentials, and You agree that You are the sole authorized user for your account. If the user is an organization, You affirm that you have the right, power, and authority to enter into this Agreement on behalf of, and to bind, said organization.
  4. By participating in the Offering, purchasing a Licensed NFT on the secondary market, and/or attending any Royal Society of Players events or experiences, You now and again at the time of redemption expressly represent and warrant that You are at least 18 years old, that You are eligible to attend or participate based on ownership, and You have satisfied any requirements laid out by the team and further incorporated by any terms in this document.
  5. You acknowledge and confirm that (i) you have read and understood all of the terms, conditions, policies, provisions, disclosures and disclaimers contained herein, (ii) this Agreement has the same force and effect as a signed agreement, and (iii) you expressly accept and agree to be bound by this Agreement.
  6. By accepting this Agreement, you expressly acknowledge, consent to, and unconditionally agree that:
    a) You are not utilizing your Licensed NFT for any type of investment purpose(s). Due to the community and artistic nature of the project, any Liscened NFT is not intended to be an investment offering or offering of securities in any jurisdiction nor does it constitute an offer to purchase shares, securities, or other financial products and it remains your sole responsibility to ensure that activities including participating in any experience and purchase of any NFTs, tokens, and/or any associated art is in compliance with laws and regulations in your jurisdiction.
    b) NFTs, tokens, and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value of any assets held by a Collective, including cryptocurrency, tokens, or NFTs. You understand and accept all risk in that regard. We expressly disclaim any representations and warranties regarding the regulations of NFTs, tokens, and blockchain technology.
    c) You are not relying, and may not rely upon, any document or marketing materials for the purpose of deciding to purchase or own your Licensed NFT. You represent that you are legally permitted to use the Website, the Offering, purchase Licensed NFTs and otherwise participate in our services, in your jurisdiction. Similarly, you are not relying on Royal Society of Players and/or its managers, employees, agents, representatives or contractors with respect to the legal, tax, regulatory, financial, and/or other factors involved and understand that you are solely responsible for reviewing the legal, tax, regulatory, financial and other considerations involve with your Licensed NFT and your local jurisdiction. You have consulted, to the extent deemed appropriate by Youou, with your own advisers as to the financial, tax, legal, accounting, regulatory and related implications of your participation.
    d) To the extent there are any marketing plans or forward-looking statements provided by Royal Society of Players, You acknowledge such materials are based entirely upon assumptions, which may be incomplete or inaccurate, and/or subject to unanticipated circumstances. While projections represent a prediction of future events, they are entirely speculative and it is possible that such projections will not materialize and that unanticipated events will occur.
ARTICLE XI
Indemnity
  1. You will defend, indemnify, and hold harmless Royal Society of Players, its affiliates, subsidiaries, parents, successors and assigns, and each of its and their respective officers, directors, employees, agents, or members, from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the Licensed NFT and/or Your participation in the Offering, including: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that You submit to us or transmit in the course of the Offering, or any communications seeking Royal Society of Players’ consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other of Your activities in connection with the Website, the Offering, or any Licensed NFT.
  2. If you have a dispute with one or more users, you release RSOP (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. By entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
  3. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person, and shall survive any termination of this Agreement or Your Licensed Rights.
ARTICLE XII
Severability
  1. If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  2. No waiver by RSOP of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of RSOP to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
ARTICLE XIII
Security
  1. To access the Website or some of the resources it offers, you may be asked to provide login information, including username and password (“Login Info”) and may include an Ethereum (or other blockchain’s) wallet address (“Wallet”) to access, fund or receive disbursements from your account. It is your sole responsibility to maintain the security of your Login Info and your Wallet. If you lose access to your Wallet, a private key, password, or other method of securing your Wallet, any funds may be irretrievable, and we will be unable to assist you in any way. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to your use of any Wallet software, associated loss of funds, transaction failures, or any other defects that arise in the course of your use of your Wallet, including any losses that may obtain as a result of any failure in smart contracts made available on the Website. You hereby accept responsibility for any activity transacted on the Website through your Wallet. Additionally, you hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any defects that arise in the course of your use of your Login Info and account. By using the Website, you agree to be fully, independently and personally liable for each transaction made on the Website by you, and you must make sure that you are the only person with access to your Login Info at all times. You hereby accept responsibility for any activity transacted on the Website through your account.
  2. We will use commercially reasonable technical and physical safeguards to make the Website securely available to its users. However, given the inherent risk of transmitting information over the internet, we will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users. You are responsible for making all arrangements necessary for you to have access to the Website.
  3. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
  4. You authorize Royal Society of Players and our affiliates to verify information you provide to us, such as by verifying the existence of your bank account and obtaining reports from third-party sources, such as anti-money laundering, know-your-customer service providers. We reserve the right to close, suspend, or limit your account or rescind your access to the Website in the event we are unable to obtain or verify any of this information. You agree that we are not responsible for any losses suffered by you as a result of incomplete or inaccurate information you provide.
  5. You acknowledge the importance of the security measures we put in place with regards to purchases, payment methods, and financial accounts, and agree to comply with them. If you become aware of an unauthorized payment transaction or of a delayed or incorrectly executed transaction, you must notify us immediately.
  6. Our performance under this Agreement, including in facilitating processing of payments, may entail the processing of your personal data when a sale happens. With respect to such data processing, you and the payment method or financial account each act as a separate data controller/business under applicable data protection laws (which may without limitation include, the General Data Protection Regulation, the California Consumer Privacy Act, Personal Information Protection and Electronic Documents Act, or other data protection laws to which you are subject). You agree to: comply with your obligations as a data controller/business pursuant to the applicable data protection laws, and provide us with all such reasonable cooperation, information, and assistance as necessary for us to meet our requirements as a data controller/business.
ARTICLE XIV
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with this Agreement. You agree not to use the Website and our services:
  1. in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
  2. for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
  3. to attempt to circumvent any Website security or access controls or to interfere with the operation of the Website;
  4. to impersonate or attempt to impersonate the Royal Society of Players, its employees, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
  5. to transmit or exchange goods, services, or payments or NFTs that are the direct or indirect proceeds of any illegal, criminal or fraudulent behavior;
  6. in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website;
  7. in combination with any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
  8. in combination with any manual process to monitor or copy any material on the Website or for any other unauthorized purpose without our prior written consent;
  9. in combination with any device, software or routine that interferes with the proper working of the Website;
  10. to introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
  11. to infringe the patent, trademark, copyright, moral, database, publicity and/or other intellectual property rights that belong to or are licensed to Royal Society of Players;
  12. to obtain information about another user and use such information for any purpose other than the intended uses of the Website, unless given consent by said user; or
  13. to otherwise attempt to interfere with the proper working of the Website.
ARTICLE XV
DMCA
  1. DMCA Notice: We strive to comply with the Digital Millennium Copyright Act of 1998, as amended (“DMCA”), at all times and maintain a repeat offender policy which may result in the termination of your right to use the Website if you violate such policy. If you believe that your work has been copied, posted or otherwise made available through the Website in a way that constitutes copyright infringement, please notify our DMCA Copyright Agent of your complaint, as set forth in the DMCA. Please consult the DMCA to confirm these requirements. You must provide our DMCA Copyright Agent with the following information in writing, to the extent required by the DMCA: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner that is allegedly infringed; (b) a description of the copyrighted work that you claim has been infringed (or, if multiple copyrighted works on a site are covered by a single complaint, a representative list of the allegedly infringing works on the site); (c) identification of the material that is claimed to be infringing and to be removed, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice and complaint is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Please be aware that the foregoing information in your complaint may be forwarded to the person who provided the allegedly infringing content. The foregoing information must be submitted to RSOP’s DMCA Copyright Agent as follows: Attn. Copyright Agent Email: [partnerships@royalsociety.io ].
  2. Pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you believe that your material has been mistakenly removed or disabled pursuant to this Section 17, you may submit a counter notice by notifying our DMCA Copyright Agent at the address provided above. Pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
ARTICLE XVI
Miscellaneous Terms
  1. When you use our services or send emails, text messages and other communications from your desktop or mobile device to us, you may be communicating with us electronically, You consent to receive communications from us electronically, such as emails, texts, mobile push notices, or notices and messages on this site, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  2. We have the right to: a) remove or refuse to post any material for any or no reason in our sole discretion; b) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; or c) terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of this Agreement.
  3. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using or posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE ROYAL SOCIETY OF PLAYERS AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
  4. However, we do not undertake to review all material before it is posted on or through the Website and cannot ensure prompt removal of objectionable material after it has been posted. We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
  5. If an issue arises between users, we may consider a variety of factors, including specific circumstances regarding the issue, or a user’s performance history, in applying our policies. In our effort to do the best thing for both buyers and sellers, we may decide to be more lenient with policy enforcement. The foregoing does not limit our right to refuse, modify, or terminate all or part of our services to anyone, or to terminate this agreement with any user, for any reason in our sole discretion.
  6. This Agreement, the Privacy Policy, and any applicable terms governing the use of third-party functionality or additional functionality provided by RSOP, constitute the sole and entire agreement between you and RSOP with respect to the Website, the Offering, and any Licensed NFT, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website.
  7. At our sole discretion, we may assign our rights and obligations under this Agreement. In cases of such assignment, we will notify you accordingly.
  8. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in performance, when and to the extent such failure or delay is caused by or results from force majeure events (“Force Majeure Event”), including but not limited to: acts of God, flood, fire, epidemics, pandemics, natural disasters, explosion, war, hostilities, civil unrest, government action, industrial disturbances, shortage of adequate Internet connectivity, telecommunication or utilities breakdown, and other similar events beyond our control. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of such, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this section, we may thereafter terminate this Agreement upon fifteen (15) days’ written notice.
  9. This Agreement is effective indefinitely, unless terminated in accordance with the below. We may terminate this Agreement by giving written notice fourteen (14) days prior via email to your registered email address. However, we may also terminate this Agreement on less notice or with immediate effect in the following scenarios: We are required to do so by law or a court order; a governmental authority requires us to do so to comply with anti-money laundering or counter-terrorism financing obligations; we have reasonable grounds to believe you are carrying out a prohibited or illegal activity; we are unable to verify your or your business’s identity, or any other information regarding your account; or you are otherwise in breach of a material contractual obligation, or seriously or persistently violating any provisions of these terms in any other way. You may terminate this Agreement by closing your account. Termination of this Agreement shall not affect the rights or liabilities of either party accrued until termination and/or any terms intended (expressly or implicitly) to survive termination. If there are pending payment transactions at the time the termination takes effect, they will be processed pursuant to these terms unless prohibited by law.
ARTICLE XVII
Comments and Concerns
The Website is operated by Royal Society of Players, LLC. All feedback, comments, requests for technical support and other communications relating to the Website, the Offering, or any Licensed NFT, should be directed to: [partnerships@royalsociety.io ]. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210
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