Terms & Conditions (last updated on October 17, 2022)
This website located at www.asics.com/us/en-us/ (the "Site") is published and maintained by ASICS Runner App., Inc. a company incorporated under the laws of the United States of America, with registered office at 125 Summer Street, Fl. 2, Boston, MA 02111 (the "Company") that can be contacted at the following e-mail address firstname.lastname@example.org. By accessing, browsing, creating an account, or otherwise using this Site, you agree to be bound and abide by the Terms and Conditions set forth below (the “Terms and Conditions”). Please read these Terms and Conditions carefully before using the Site, create your account or submit an order to the Company. If at any time you do not accept all of these Terms and Conditions, you must immediately cease use of the Site.
These Terms and Conditions are only available in English. The Terms and Conditions hereof are published on the Site for consumers’ information, storage and reproduction purposes, in compliance with the applicable laws currently into force.
Contents & Summary
|1.||Ownership||This Site is protected by copyrights, patents, trade secrets or other proprietary rights.|
|2.||Your Right to Use the Site and its Contents||You may only use the Site for lawful purposes.|
|3.||Legal Capacity||You represent that you have the legal capacity to enter into the agreement set out in these Terms.|
|4.||User's Material||We do not accept unsolicited ideas through your submissions, postings and emails and will not pay for them. We will consider anything you provide to us as free of any obligations to you. You grant us a royalty-free, perpetual, non-exclusive, unrestricted license to your User Submissions. You may not post material that defames others or is otherwise unlawful and harmful.|
|5.||Digital Millennium Copyright Act ("DMCA") Notice – Copyright Infringement Complaints||If you believe any materials on the Site infringe a copyright, you should provide ASICS with written notice to IP.US@asics.com following the DMCA claim resolution procedures.|
|6.||Intellectual Property Notice||All intellectual property on the Site is owned by the Company or its licensors. In case of purchase or redemption of an NFT, instead, special terms apply. Please consult the relevant sections of these Terms & Conditions for further information on the rights granted to you in case of purchase or redemption of NFTs.|
|7.||You Must Provide Accurate Information||The information you submit to the Site must be correct. We can refuse access to the Site if we learn that information you have provided is inaccurate.|
|9.||Security of Electronic Transmissions||Internet transmissions are never completely private or secure.|
|10.||Security||Your usernames and passwords for this Site are for your use only and you are responsible for their security.|
|11.||Violation of Security Systems||You may not tamper with the system for this Site or the accounts of others.|
|12.||Links to Other Websites||We are not responsible for third parties or their content, advertisements, apps, platforms or sites.|
|13.||Descriptions of Products||We do not warrant that the product descriptions are complete or error-free.|
|14.||Availability of Products||The products displayed on the Site, including NFTs, may not be available in your particular country, state or locality. Please check where products, and related NFTs if any, are available for purchase, receipt or redemption based on the information provided at the time of purchase.|
|15.||Redemption and Use of NFTs||Any NFT that you may purchase or redeem, also in combination with the purchase of an ASICS physical product, is subject to the specific terms. Please consult this section for further information on how to purchase, receive, redeem and use your NFTs.|
|16.||Right to Change These Terms and Conditions or Site Content||These Terms and additional terms posted on this Site at each time of use apply to that use, prospectively. You agree that we may provide notice to you of updated terms by posting them on the Site.|
|17.||Release||You release us from any claims relating to third-parties.|
|18.||Indemnity||You will indemnify and hold the Company harmless for material you post.|
|19.||Disclaimer of Warranties and Damages||We disclaim warranties and provide the Site, the NFTs or any other physical product "As Is."|
|20.||Limitation of Liability||In certain cases, our liability is limited. Check it out when and how here.|
|21.||Binding Arbitration||Any disputes under these Terms and Conditions will be resolved on an individual basis through binding arbitration, with no class relief.|
|22.||Investigations||The Company reserves the right to investigate suspected violations of these Terms and Conditions.|
If any portion of this agreement is deemed unenforceable, the remaining provisions will survive. California law will apply to these Terms. Any alleged claim or cause of action you may have with respect to your use of the Site must be commenced within one (1) year after the alleged claim or cause of action arises.
In any case, nothing in these Terms and Conditions affects the application of mandatory provisions of local consumer law more favorable to you.
The Site and its entire contents, design, features and functionality, including but not limited to all audio, images, logos, data, software, text, artwork, video clips and other materials (collectively the "Content") are owned or licensed by the Company, and protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.
There are a number of proprietary logos, service marks, and trademarks found on the Site, all of which are owned by, or licensed to, or otherwise authorized for use by the Company. All rights are reserved. These logos, service marks and trademarks may not be used without prior written consent of the Company. By making them available on the Site, the Company is not granting you any license to utilize those proprietary logos, service marks, or trademarks.
2. Your Right To Use This Site and its Contents
The Site is only for your personal, non-commercial use. You may not distribute, exchange, modify, sell, or transmit any Content you copy from the Site for any business, commercial, or public purpose. You shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit, in whole or in part, the Site or the Content. You may download one (1) copy only of the Content for your personal, non-commercial use, provided you do not modify or alter the Content in any way, delete or change any copyright or trademark notice, or violate these Terms and Conditions in any way.
This Site is intended for use by individuals 18 years of age or older. If you are under 18, you may use this Site only with involvement of a parent or guardian. As long as you comply with these Terms and Conditions, the Company grants you a non-exclusive, non-transferable, limited right to enter, display, and use the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. You warrant that you will not use the Site for any purpose that is unlawful or prohibited by these Terms and Conditions.
3. Legal Capacity
This is a general audience Site for adults. We will assume (and by using this Site you warrant that) you have legal capacity to enter into the agreement set out in these Terms (i.e., that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract).
4. User's Manual
The Company welcomes your feedback, and is pleased to have you submit your comments, opinions, website links, photos, graphics, audio and videos ("User Contributions") regarding its products. However, we request that you be specific in your comments, and that you do not voluntarily submit any ideas, suggestions or materials ("Submissions") related to the business of the Company. No Submissions shall be subject to any obligation of confidence on the part of the Company, and the Company shall not be liable for any use or disclosure of any Submissions.
For any User Contributions submitted to the Site, you represent and warrant that (i) your User Contributions do and will comply with these Terms and Conditions, (ii) you own the intellectual property rights (except to the extent of the content owned by ASICS), (iii) the User Contributions do not infringe or violate any third party rights, including copyright, trademark, patent, trade secret, privacy, publicity or other personal or proprietary rights, and (iv) you have the right to grant, and do hereby grant, to the Company a non-exclusive, sub-licensable, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, creative derivative works from, sell and distribute such User Contributions and to incorporate the User Contributions into any form, medium, or technology, now known or hereafter developed, throughout the world, all without compensation to you. For avoidance of doubt, the Company will be entitled to use the User Contributions for any purpose whatsoever without compensation to you or any other person. In addition, you are fully responsible for any User Contributions you submit, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that if a third party claims that material you have contributed to the Site is unlawful, you will bear the burden of establishing that it is lawful. The Company is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Site.
We require that you do not submit or publish any materials or otherwise make available on this Site any content, or act in any way, which in our opinion:
Libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening, or offensive;
Disparages, criticizes, belittles, parodies, or otherwise portrays in a negative light any actor appearing in the content;
Seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
Infringes any intellectual property or other right of any entity or person, including violating anyone's copyrights or trademarks or their rights of publicity;
Violates any law or may be considered to violate any law;
You do not have the right to transmit under any contractual or other relationship (e.g., inside information, proprietary, or confidential information received in the context of an employment or a non-disclosure agreement);
Advocates or promotes illegal activity;
Impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
Advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as specifically authorized on this Site;
Solicits funds, advertisers or sponsors;
Includes programs which contain viruses, worms and/or 'Trojan horses' or any other computer code, files or programs designed to interrupt, overload, collapse, destroy or limit the functionality of any computer software or hardware or telecommunications;
Disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via the Site;
Copies any other pages or images on this Site except with appropriate authority;
Includes MP3 format files;
Amounts to a 'pyramid' or similar scheme;
Amounts to 'data warehousing' (i.e., using any web space made available to you as storage for large files or large amount of data which are only linked from other sites). You must provide a reasonable amount of content to accompany such material in order that at least some of the traffic to your site comes directly via us;
Disobeys any policy or regulations established from time to time regarding use of this Site or any networks connected to this Site; or
Contains links to other sites that contain the kind of content, which falls within the descriptions set out at (a) to (q) above.
Infringes or violates any third party’s intellectual property, privacy or publicity rights.
In addition, you are prohibited from removing any sponsorship banners or other material inserted by the Company anywhere on this Site (e.g., on any web space made available for your use).
5. Digital Millennium Copyright Act ("DMCA") – Copyright Infringement Complaints
If you believe any materials on the site infringe a copyright, you should provide the Company with written notice that at a minimum contains: Materials and links to third party web sites may be made available through this Site by third parties not within Company’s control as Company may act as a "services provider" (as defined by DMCA). The Company is under no obligation to, and does not scan content used in connection with the site for the inclusion of illegal or impermissible content. However, the Company respects the copyright interests of others. It is the Company’s policy not to permit materials known by it to infringe another party’s copyright to remain on the site and will follow procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content.
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the materials in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to our designated agent as follows:
It is the Company’s policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.
6. Intellectual Property Notice
The Company, or its licensors, owns all intellectual property on the Site (except for User Materials), which includes all trademarks, trade names, copyrights and patents. All trademarks and trade names including the ASICS logo and Stripe Design are owned and registered to the Company or its licensor. All Site content including designs, images, graphics, texts, audio, videos, applications, interactive features, arrangements and software are all protected copyrighted works of the Company and/or its licensors. All rights reserved. You shall not use, copy, republish, reproduce, upload, post, transmit, distribute or modify Company intellectual property in any way without the Company’s written consent.
In case of any purchase or redemption of NFTs, your title on your NFTs does not imply any ownership of the NFTs content which includes any design, artwork, image, photograph, video, signs, names, picture, portraits and whatsoever other material contained in the NFTs (hereinafter referred to as the “NFTs Content”).
As a consequence thereof, the Company and its licensor, if any, are and will remain the owners of any intellectual property rights relating to the NFTs Content. However, subject to your continued compliance with these Terms and Conditions, the Company and its licensors, if any, grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFTs Content solely for the following purposes:
for personal non-commercial use only; and
for displaying on third parties marketplace or third party website or application provided that such marketplace or website/application cryptographically verifies and grants only to the actual NFTs’ owner the rights to display the NFTs Content.
Such rights on the NFTs Content are to be considered granted limited to the time you are owner of the NFTs. Accordingly, the same rights will be considered automatically transferred from time to time with the ownership of the relevant NFTs. The Company, and its licensor, if any, reserve all rights in and to the NFTs Content not expressly granted to you in these Terms and Conditions.
Without prejudice to what is provided for herein, you acknowledge and agree to have no right, title and interest in and to the Company’s trademarks and the relevant distinctive signs and intellectual property rights as well as in and to the NFTs Content which are and will remain owned by the Company or its licensors, if any.
You agree that you shall not, nor permit any third party to do or attempt to do, any of the following activities without the Company’s express prior written consent: (i) alter, cut, disassemble or modify the NFT or incorporate it, wholly or partially, into other digital items; (ii) change, copy and in any way adjust or modify the NFTs Content in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes; (iii) use the NFTs Content to advertise and promote your products, services and your professional activity or any products, services and professional activity of any third parties nor use it in any way in association with any distribution and sale of such products and services; (iv) use the NFTs Content 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; (v) use the NFTs Content in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (vi) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain) the NFTs Content, or otherwise commercialize merchandise that includes, contains, or consists of the NFTs Content; (vii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to NFTs Content; or (viii) otherwise utilize the NFTs Content for your or any third party’s commercial benefit. To the extent that NFTs Content associated with the NFTs contains licensed intellectual property from third parties, including an artist, celebrity, athlete, or other public figure (“Third Party IP”), you understand and agree as follows: (ix) that you will not have the right to use such Third Party IP in any way except as incorporated in the NFTs Content, and subject to the license and restrictions contained herein; (x) that, depending on the nature of the license granted from the owner of the Third Party IP, the Company may need to pass through restrictions on your ability to use the NFTs Content; and (xi) to the extent that the Company informs you of such 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 license. The restriction in this clause will survive the expiration or termination of these Terms and Conditions.
To the extent that NFTs Content contains Third Party IP, you acknowledge and agree that you will have no right, title and interest in and to such Third Party IP that you can use only as they are incorporated into the NFTs Content, under the conditions provided in these Terms and Conditions.
7. The Information You Give Us Must Be Correct
To access this Site or some of the resources it has to offer, you may be asked to provide registration details. It is a condition of use of this Site that all the details you provide be correct, current, and complete. If we believe the details are not correct, current, or complete, we have the right to refuse you access to the Site, or any of its resources, and to terminate or suspend your account.
8. Online Privacy Notice
Your privacy is important to us. To better protect your privacy, we provide a notice explaining our online information practices and the choices you can make about the way your information is collected and used at this site. Click here to show this notice, which forms part of these Terms.
9. Security Of Electronic Transmissions
Internet transmissions are never completely private or secure. You understand that any message or information you send to this Site may be read or intercepted by others, unless there is a special notice that a particular message is encrypted. Sending an e-mail message to the Company does not create any reciprocal obligation or responsibility of the Company to you.
Any usernames and passwords used for this Site are for individual use only. You shall be responsible for the security of your username and password (if any). The Company shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that the Company considers insecure, the Company will be entitled to require this to be changed and/or terminate your account.
11. Violation of Security Systems
You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, the Company reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents.
12. Links To Other Websites
The Site may contain links to other Internet sites, platforms or other resources on the World Wide Web. The Company has no control over any of these external platforms, sites and resources. The Company provides such links for your convenience only, and is not responsible for the content of any website, platform or other resource linked to or from the Site. Links from the Site to any other website, platforms or other resources do not indicate that the Company approves of, endorses, sponsors, or recommends that website. The Company disclaims all warranties, express or implies, as to the accuracy, legality, reliability, or validity of any content on any other website or platform. You acknowledge and agree that the Company is not liable for any loss or damage which may be incurred as a result of the availability or unavailability of such external platforms, sites and resources, or as a result of any reliance placed by you upon the completeness, accuracy, or existence of any advertising, products or other materials on, or made available from, any such external platforms, sites and resources.The Company is not responsible for the privacy practices of any other website linked to on the Site. The user should review the privacy policies for those other websites that are linked to on the Site.
13. Descriptions Of Products
The Company attempts to provide accurate descriptions of all products displayed on the Site. However, we do not warrant that the product descriptions are complete or error-free.
14. Availability Of Products
The products displayed on the Site may not be available in your particular country, state or locality. The reference to such products on the Site does not imply or warrant that these products will be available at any time in your particular location. The Company attempts to provide accurate and up-to-date information through this Site, but we do not warrant that the information is complete or error-free.
In case of any initiative relating to the purchase or gifting of NFTs in combination with any physical product, you are aware that the purchase or gifting of NFTs may be available only during the duration of such initiative or event as specified on the Site. You also acknowledge that the NFTs, that may be offered for sale in combination with a physical product or otherwise transferred by the Company to you, may be purchased or requested by you in a limited number. You are furthermore aware that the Company makes no representations or warranties whether express or implied with respect to the availability on the Site (for a specific period of time and/or for quantity) of the NFTs offered for sale or otherwise transferable in combination with a physical product. The Company reserves the right to vary the available NFTs – as well as the related physical products offered for sale in combination with the NFTs – on the Site at any time, without any notice to you.
15. Redemption and Use of NFTs
The sale or whatsoever transfer of any Non-Fungible Tokens (hereinafter referred to as the “NFTs”) offered or gifted by the Company in combination with the purchase of an ASICS physical product in the context of any special initiative or dedicated event promoted by the Company is governed by this Section 15 of these Terms and Conditions. For further information on the initiatives that allow the purchase or receipt of NFTs, please consult the Site.
You can purchase only one NFT per time through the purchasing process that is available on the Site. For further information on the sales conditions and purchasing process of products, including NFTs, please refer to the specific Terms and Conditions of Sale that are available on the Site.You acknowledge and agree that in case you wish to purchase or receive a NFT, you shall have a digital wallet compatible with the Site in order to receive and store your NFT. The wallet is a digital storage that enables you to store and transact with cryptocurrency that you need to own to receive the NFT. Therefore, you need set up your own digital wallet – which equip you with a wallet address, key vault, secure login, and backup options – in order to download the NFT and manage your digital assets securely. In this regard, you acknowledge that only wallets supporting transactions on the Solana blockchain are admitted, including Phantom (https://phantom.app/), Solflare (https://solflare.com/), and Glow (https://glow.app/).
It is your responsibility to verify if your digital tools are compatible with the Site. The Company shall have no responsibility in this regard. You agree and acknowledge that the Company shall have no responsibility also in the event of a technical service interruption that makes impossible to you to access to the Site .
You are aware that these Terms and Conditions will apply only to NFTs that are offered by the Company on the Site and that any purchase or redemption of NFTs made on third parties’ marketplace, if any, will be subject only to the terms and condition set out by such marketplace. Therefore, the Company will have no control, liability and whatsoever responsibilities for any NFT’s transactions made on any website/platform/marketplace other than the Site.
The Company warrants the authenticity and uniqueness of all the NFTs made available through the Site.
15.1. Receipt of NFTs
The term within which the Company makes available to you the NFT purchased or otherwise transferred is one day from the date of any successful completion of the relevant payment or transaction provided that you have provided all the information necessary to make the NFT available to you.
In case of purchase of NFTs in combination with a physical product, NFTs will be delivered after the expiry of the return period of the physical product as indicated in the relevant Terms and Conditions of Sale. For the redemption, you will receive an e-mail containing a link to the Site for your NFT redemption and you will be enabled to connect your NFT to your wallet as soon as the payment of the relevant price is executed, upon the successful verification.
In the event the Company does not make available the NFT purchased within the above timeframe, you may request that the Company make available such NFT within an additional time adequate to the circumstances in accordance with the applicable laws currently into force. You shall have in any event the right to immediately terminate the contract if the NFT purchased is not made available within the additional term specified herein.
Nothing in this clause affects the application of mandatory provisions of local consumer law more favourable to you.
15.2. Price and Method of Payment of NFTs and related physical products, if any
You can purchase the NFTs in USDC cryptocurrency only on the Solana Blockchain. USDC is a “stablecoin” pegged to the actual USD. More information on USDC SOL is available at the following link: https://www.circle.com/en/usdc-multichain/solana. .
The prices of all NFTs are inclusive of VAT or any relevant applicable local consumption tax, except for hosting fees, and any other transaction fees, or the gas fees (“Blockchain Fees”) which are excluded and shall be borne by you.
You acknowledge that every transaction performed in USDC cryptocurrency requires the payment of the Blockchain Fees (e.g., the gas fee that should be paid for the registration of the transactions in the Blockchain). In particular, gas fees are the transaction fee paid to the network of computers that run the decentralized Solana Blockchain, meaning that you will need to pay a gas fee for each transaction that occurs via the Solana Blockchain. This means that you will need to pay such Blokchain Fees for each transaction related to the purchase(s) made in the context of the Initiative and that, except as otherwise expressly set forth in these Terms and Conditions, you will be solely responsible in this regard. Therefore, by buying any NFT, you agree to pay all Blockchain Fees as applicable, which will be automatically charged you or deducted directly from your payment. In the event you are subject to the application of any costs connected to the purchase of the physical products and/or the redemption of the NFTs other than the Blockchain Fees, such costs shall be indicated expressly and separately from any other cost or expense upon completion of the purchase order and prior to the payment. In the event you cannot be charged the amounts due for any reason whatsoever, the sale process shall be automatically terminated and the sale cancelled, and you shall be subsequently notified accordingly.
The contract by and between the Company and you shall be deemed to have been executed as soon as the payment process is completed, and any verification as indicated below has been successfully executed. Therefore, the Company is and remains owner of the NFTs until your payment is successful upon which the ownership has to be deemed transferred to you.
In connection thereof, you agree that:
you will need to connect your digital wallet and authorize payment for the purchase;
any payment will be verified according to the Company’s antifraud policy as well as to the applicable anti-money laundering laws and regulations. The Company can refuse the payment in case of no compliance with such laws, regulations and policy.
Furthermore, you acknowledge and agree that:
digital wallets are provided by third parties and not by the Company which therefore will not have any responsibility and control in relation to such digital wallets and its use by you. Accordingly, these Terms and Conditions are not applicable to your use of the digital wallet which will be ruled by the terms and conditions provided by the relevant third parties;
the Company does not hold any wallet private keys;
your digital wallet public address will be made publicly visible every time you engage in a transaction;
third party digital wallet providers may charge you a fee for the service they provide;
it is your responsibility: (i) to ensure the compatibility of your digital wallet with the Site before receiving the NFTs and (ii) to ensure that the digital wallet is operated and stored in appropriate security conditions. The Company shall have no responsibility thereto.
The Company has no control over the payments process, nor the Company is in the position to reverse any payments. Therefore, the Company has no liability to you or to any third party for any claims or damages that may arise as a result of any payments that you execute for the purposes of purchase of the NFTs.
The Company reserves the right to modify the prices of the NFTs offered for sale on the Site at any time without notice. You are aware that the value of the NFTs is subjective and therefore can be volatile. Therefore, you acknowledge that the Company cannot guarantee that any NFT purchased will retain their original value.
Following the transfer of the NFT, you assume all responsibility for any tax obligation to be complied with in your country of residence, including but not limited to the correct tax treatment to be applied to the transfer of the NFT, obligation to file any tax return or communication to the relevant tax authorities concerning NFT and/or related cryptocurrencies, releasing the Company for all purposes from any liability or obligation.
Your right to sell or transfer the NFT on a specific platform or market place (i.e. “secondary sales”) is subject to specific conditions defined by the Company. You acknowledge that in each secondary sale of NFT, you owe a royalty to the Company which is a percentage of the NFT’s compensation (if any) you receive from the relevant purchaser as defined in accordance with the terms of the smart contract. The Company would be obliged to issue and invoice charging VAT or similar consumption tax as the case maybe and, to this end, you undertake to give the Company any information and/or personal data that would be requested in order to issue regular invoice in accordance with the applicable tax legislation.
15.3. Returns and refunds – Withdrawal right
NFTs are unique digital contents. Therefore, given the NFTs digital nature and non-fungibility, meaning the non-interchangeability, of the NFTs, you are informed and acknowledge that the withdrawal right is not applicable to your NFTs under these Terms and Conditions.
This is without prejudice to the application of the other warranties provided for by these Terms and Conditions.
Notwithstanding the above, this Section 15.3. of these Terms and Conditions does not affect any withdrawal right granted to you by mandatory provisions of local consumer law applicable to you on the Company’s physical products that you purchase in combination with the NFTs. For further information on the withdrawal period applicable to your country, please refer to the Terms and Conditions of Withdrawal available on the Site.
16. Right to Change These Terms and Conditions or Site Content
The Company reserves the right to make changes to the Site and these Terms and Conditions at any time, without notice. Any changes to these Terms and Conditions or any additional terms posted on the Site apply as soon as they are posted. By continuing to use the Site after any changes are posted, you are indicating your acceptance of and agreement to those changes. Furthermore, the Company may add, change, discontinue, remove, or suspend any other Content posted on the Site, including features and specifications of products and services described or depicted on the Site, temporarily or permanently, at any time, without notice and without liability.
Where the Terms and Conditions are replaced with a new version, the previous version of the Terms and Conditions will no longer be applicable, effective or enforceable in relation to any purchases made after such previous version is removed from the Site, also in the event such Terms and Conditions are in any way accessible and/or available to the general public through other internet websites other than the one indicated above.
If you have a dispute with one or more users (including merchants), you release us (and our parent company, affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, liabilities, costs, or expenses and damages (actual and consequential of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) to the extent permitted by applicable law, 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.
You agree to indemnify and hold harmless the Company and its officers, directors, employees, agents, distributors, and affiliates from and against any and all claims, demands, liabilities, costs, or expenses, including reasonable attorney's fees, resulting from your breach of these Terms and Conditions or arising out of or in any way connected with your use of the NFTs, including any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any content onto our servers, and/or from any and all use of your account.
19. Disclaimer of Warranties and Damages
Your use of the Site is at your own risk. The Site (including all content and functions made available on or accessed through the Site) is provided "as is." To the fullest extent permissible by applicable law, the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties and conditions of merchantability and fitness for a particular purpose, workmanlike effort, title, and non-infringement. Furthermore, the Company does not warrant that the server that makes the Site available is free of viruses or other harmful components that may infect, harm, or cause damage to your computer equipment or any other property when you access, browse, download from, or otherwise use the Site.
In case of purchase or redemption of NFTs, you are required to check the NFTs content is consistent with the description provided by the Company. In any case, physical products and the related NFTs, if any, are subject to the statutory guarantees provided for under the applicable laws, as well as to any additional contractual warranties possibly provided to you, in case of lack of conformity.
In the event of lack of conformity, you may request the replacement with a new NFT (in case you purchased a NFT) or physical product (in case you purchased a physical product), a reduction in price or the termination of the contract and subsequent refund of the purchase price paid. It is understood that you shall lose such right if you do not notify the Company the lack of conformity of the physical product and/or NFT within two (2) years from making the NFT available to you or the date of delivery of the physical product to you.
In order to notify the existence of lack of conformity and to demand the remedies listed above, you may contact the Company at the following addresses: email@example.com.
Nothing in this clause affects the application of mandatory provisions of local consumer law more favourable to you.
20. Limitation of Liability
Except in the event of wilful misconduct or gross negligence, under no circumstances shall the Company be liable for any consequential, direct, incidental, indirect, punitive, or special damages that result from the use of, the inability to use, or errors or omissions in the contents and functions of the Site, even if the Company or an authorized representative of the Company has been advised of the possibility of such damages. Unless where otherwise provided by your local laws, in no event shall the Company's total liability to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) exceed $100.00. Some states do not allow the exclusion or limitation of the Company’s liability, so the above limitation or exclusion may not apply to you.
With specific reference to the redemption and use of NFTs, you are aware that NFTs are intangible digital contents that exist by virtue of the ownership record maintained in the Solana blockchain. All smart contracts relating to the NFTs exist solely on the Solana blockchain. Thus, the Company has no control over and make no promises or guarantees with respect to the operation or continuation of the Solana blockchain or the operation of smart contracts on the Solana blockchain. You hereby acknowledge that the Company is not responsible for and will have no liability for any issues or losses related to the Solana blockchain or smart contracts operating in any way not expected. You will be solely responsible for securing your private key. Any party with access to, or a copy of, your private key will be able to transact and take any NFT stored in a digital wallet associated with that private key. You should always keep your private key secure and never disclose it to anyone.
21. Binding Arbitration of Disputes; No Class Relief
U.S. Residents: To the fullest extend permissible by law, with the exception of disputes pertaining to the Company's intellectual property rights and certain statutory claims that, pursuant to law, are not arbitrable, any dispute of any kind between you and the Company arising under these Terms shall be resolved through binding arbitration pursuant to the JAMS Streamlined Arbitration Rules and Procedures on an individual basis with no class relief. The arbitrator shall be a retired judge or justice of any California state or federal court with substantial experience in the internet industry and shall follow California substantive law in adjudicating the dispute, except that this Section 8(a) shall be construed as a "written agreement to arbitrate" pursuant to the Federal Arbitration Act ("FAA"). You and we agree that we intend that this Section 8(a) satisfies the "writing" requirement of the FAA. The hearing shall be conducted in the county that encompasses the billing address you have provided to the Company. For any claim in which you seek U.S. $10,000.00 or less, you shall have the choice as to whether the hearing is conducted in person, by telephone, or instead the arbitrator may decide the dispute without a hearing. For those claims that the arbitrator determines are not frivolous, the Company shall pay the costs and fees of JAMS and the arbitrator. The Company agrees that it will not seek reimbursement from you for its costs and fees incurred by it in the arbitration. AGREEMENT TO THESE TERMS CONSTITUTES AN AGREEMENT TO PURSUE YOUR CLAIM ON AN INDIVIDUAL BASIS AND A WAIVER OF THE ABILITY TO PURSUE YOUR CLAIM IN A CLASS ACTION.
Non-U.S. Residents: If any controversy, allegation, or claim (including any non-contractual claim) arises out of or relates to the Site or Terms of Service, then you and we agree to send a written notice to the other providing a reasonable description of the Section 8(b) Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 8(b). Your notice to us must be sent to us at ASICS firstname.lastname@example.org. For a period of sixty (60) days from the date of receipt of notice from the other party, the Company and you will engage in a dialogue in order to attempt to resolve the Section 8(b) Dispute, though nothing will require either you or the Company to resolve the Section 8(b) Dispute on terms either you or the Company, in each of our sole discretion, are uncomfortable. Nothing in this Section will prevent a party from pursuing their claims in Court or another complaint process.
If you are located in the European Union and in the event of a dispute arising from the interpretation and/or application of these Terms and Conditions, the court of the place where you are domiciled or resident, shall have exclusive and mandatory jurisdiction.
Alternatively, you may opt for one of the out-of-court dispute settlement procedures provided for under the applicable laws currently into force, such as the platform provided by the European Commission, available on the website http://ec.europa.eu/odr.
The Company reserves the right to investigate suspected violations of these Terms and Conditions, including without limitation any violation arising from any submission, posting, or e-mails you make or send to the Site. The Company may seek to gather information from the user who is suspected of violating these Terms and Conditions, and from any other user. The Company may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If the Company believes, in its sole discretion, that a violation of these Terms and Conditions has occurred, it may edit or modify any submission, posting, or e-mails, remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take other corrective action it deems appropriate. The Company will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone posting any e-mails, or publishing or otherwise making available any materials that are believed to violate these Terms. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUNCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
23. General Provisions
These Terms and Conditions and any additional terms posted on the Site together constitute the entire agreement between the Company and you with respect to your use of the Site. Any alleged claim or cause of action you may have with respect to your use of the Site must be commenced within one (1) year after the alleged claim or cause of action arises. If, for any reason, a court of competent jurisdiction finds any provision of these Terms and Conditions , or any portion thereof, to be unenforceable, that provision or portion shall be deemed severable, and shall not affect the validity and enforceability of any remaining provision of these Terms and Conditions. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, United States of America, without reference to its conflicts of law rules. In any case, nothing in these Terms and Conditions affects the application of mandatory provisions of local consumer law more favorable to you.