Last revised: Jan 29, 2022
1) Reviewing and Accepting These Terms
Please read these Terms carefully, as they set out your rights and responsibilities when you use this Site to buy Lost Socks NFTs (the “Services”). When each Lost Socks NFT is sold for the first time, the agreement for sale is between the Company and the initial purchaser. If the initial purchaser decides to sell the Lost Socks NFT through this Site, then this Site serves only as a platform that facilitates transactions between a buyer and a seller and the Company is not a party to any agreement between such buyer and seller of Lost Socks NFTs or between any other users.
All Lost Socks NFTs are stored on and accessible through the Ethereum blockchain. As such, the Company does not maintain the Lost Socks NFTs on this Site and, aside from transferring control of the Lost Socks NFT to the initial purchaser of the Lost Socks NFT, the Company has no control over the transfer, storage, ownership or maintenance of the Lost Socks NFT.
When you connect your cryptocurrency wallet to the Site using a trusted service provide such as MetaMask or Wallet Connect, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site.
Please note that Section 17 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action. You have the ability to opt-out of this arbitration clause by sending us notice of your intent to do so within thirty (30) days of your initial agreement to these Terms.
We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.
Review the Terms each time you access the Site to ensure that you understand how the Terms apply to your activities on the Site.
2) Linking Your Cryptocurrency Wallet
When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of Lost Socks NFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to this Site, please notify us immediately.
Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, Our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Site Content”) are the proprietary property of Lost Socks or our affiliates, licensors, or users, as applicable. The Lost Socks logo and any Lost Socks product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of Lost Socks or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any Site Content or link to the Site without our prior written permission. You may not use framing techniques to enclose any Site Content without our express written consent. In addition, the look and feel of the Site Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Lost Socks and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
4) Terms of Sale
By placing an order on the Site, you agree that you are submitting a binding offer to purchase an Lost Socks NFT or other Service. If you are the initial purchaser of a Lost Socks NFT or you are purchasing a Service, then all amounts due are to be paid to Lost Socks. If you are not the initial purchaser of a Lost Socks NFT, then amounts may be paid to the-then holder of the Lost Socks NFT. You also acknowledge and agree that Company receives 5% of every subsequent sale of a Lost Socks NFT (“Royalty”). For example, if you are the initial purchaser, and you sell a Lost Socks NFT for $100 to a subsequent purchaser, $5 will automatically be transferred to Company and you will receive $95. Company has the right to collect Royalties for Lost Socks NFT sales in perpetuity and may use those funds in any manner Company sees fit. Notwithstanding the foregoing, the Company has committed to donate 5% of all profits from in real life, eCommerce merchandise sales to a charity of Company’s choosing. The Company may make such payment at such time at it desires.
As such, if you sell a Lost Socks NFT on a third-party NFT marketplace, you agree to include a statement substantially similar to the following in the description of the NFT:
“5% Royalty Applies. See Lost Socks Terms for details.”
In addition, when you buy or sell a Lost Socks NFT on this Site, you agree to pay all applicable fees associated with the transaction and you authorize Us to automatically charge and collect such fees from your payment. We will always display a breakdown of any transaction or other fees prior to your purchase or sale of a Lost Socks NFT.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
5) Intellectual Property
Other than Site Content, all other trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder.
If you believe that a DMCA notice of copyright infringement has been improperly submitted against you, you may submit a counter-notice to the Designated Agent with the following information required by the DMCA:
Your physical or electronic signature;
Identification of the copyrighted work that has been removed or to which access has been disabled including a link to the page on the Site that contained the material before it was removed or disabled;
A statement under penalty of perjury that you have a good faith belief that the copyrighted work was removed or disabled as a result of mistake or misidentification;
Your name, address, e-mail address, and telephone number.
Please submit your counter-notice to the Designated Agent below:
8 Cleveland Road
Parnell, Auckland, 1052
In the event that the Company receives a counter-notice in compliance with the above requirements, we will provide the person who submitted the DMCA copyright infringement notice with a copy of the counter-notice, informing them that the Company will replace the removed material in 10 business days from the date of the counter-notice unless the Company first receives notice from the person who submitted the DMCA copyright infringement notice that they have filed an action seeking a court order to restrain the allegedly infringing activity.
PLEASE NOTE THAT LOST SOCKS INTENDS TO COMPLY WITH ALL PROVISIONS OF THE DIGITAL MILLENNIUM COPYRIGHT ACT, BUT WILL NOT UNILATERALLY TAKE RESPONSIBILITY FOR POLICING AND REMOVING MATERIAL THOUGHT TO BE INFRINGING.
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site Content. In return, you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, or that involves proceeds of any unlawful activity; not to engage in any other activity or behavior that poses a threat to Lost Socks, (e.g., by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ cryptocurrency wallets and not to interfere with other users’ access to or use of the Services.
You also agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Site Content; (2) modify or create derivative works from the Site Content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Site Content; (4) download any portion of the Site Content, other than for purposes of page caching, except as expressly permitted by us.
With respect to the Lost Socks NFTs, each purchaser of a Lost Socks NFT is granted an exclusive, limited license to such Lost Socks NFT and its content to access, use, or store such Lost Socks NFT and its content solely for their personal, non-commercial purposes. Lost Socks NFTs are a limited-edition digital creation based upon content that may be trademarked and/or copyrighted by Company. Unless otherwise specified, your purchase of a Lost Socks NFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the Lost Socks NFT or its content for any commercial purpose. You further agree that you are not receiving any copyright interest in the Lost Socks NFT or its content, and indeed, you agree that Company may sell, license, modify, display, broadcast and create derivative works based upon your Lost Socks NFT or its content. Any commercial exploitation of the Lost Socks NFT could subject you to claims of copyright infringement. If you sell a Lost Socks NFT through the Site, you agree that you will not have any claims against us for any breach of these Terms by a purchaser. If you purchase a Lost Socks NFT on the Site, you hereby agree to hold us and the seller of such Lost Socks NFT harmless from and against any and all violations or breaches of these Terms.
If you are unsure whether a contemplated use of the Site Content or a Lost Socks NFT and its content would violate these Terms, please contact us at email@example.com
We are 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 this Site. 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. 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. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.
You agree and understand that we may modify part or all of this Site or the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.
Please note the following risks in accessing, purchasing, selling or using Lost Socks NFTs: The price and liquidity of blockchain assets, including Lost Socks NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Lost Socks NFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Lost Socks NFTs. Lost Socks NFTs are not legal tender and are not backed by any government. Transactions in Lost Socks NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in Lost Socks NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of Lost Socks NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Lost Socks NFTs, which may result in the potential for permanent and total loss of value of a particular Lost Socks NFT should the market for that Lost Socks NFT disappear.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding Lost Socks NFTs, including the suitability and appropriateness of, and investment strategies for, Lost Socks NFTs. You agree and understand that you access and use this Site at your own risk; however, this brief statement does not disclose all of the risks associated with Lost Socks NFTs and other digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Lost Socks NFTs, however caused.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY LOST SOCKS, THE SITE AND ANY SITE CONTENT CONTAINED THEREIN, AND ANY AND ALL LOST SOCKS NFTs LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. LOST SOCKS (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. LOST SOCKS DOES NOT REPRESENT OR WARRANT THAT SITE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND SITE CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE, SITE CONTENT, ANY LOST SOCKS NFTs LISTED ON OUR SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF LOST SOCKS NFTs INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR LOST SOCKS NFTs.
LOST SOCKS NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT LOST SOCKS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY LOST SOCKS NFT .
We are not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the Lost Socks NFTs. Lost Socks is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting Lost Socks NFTs including forks, technical node issues or any other issues having fund losses as a result.
Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
11) Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LOST SOCKS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, SITE CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF LOST SOCKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, SITE CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF LOST SOCKS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, SITE CONTENT, LOST SOCKS NFTs, OR ANY SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID TO LOST SOCKS FOR THE SERVICES IN THE LAST TWELVE MONTHS OUT OF WHICH LIABILITY AROSE.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Lost Socks, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Lost Socks Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Site Content, or Lost Socks NFTs, (c) your violation of these Terms, (c) your violation of the rights of a third party, including another user and (e) your failure to pay any Taxes or Sales Taxes in connection with your transactions on this Site or to provide us with a properly executed tax form described in Section 8. You agree to promptly notify us of any third party Claims and cooperate with the Lost Sock Parties in defending such Claims. You further agree that the Lost Sock Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
13) Governing Law
These terms and conditions are governed by and construed in accordance with the laws of New Zealand and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
14) Disputes and Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR LOST SOCKS WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
You Agree to Waive a Jury Trial
YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF THROUGH COURT PROCEEDINGS. YOU WAIVE YOUR RIGHT TO ANY JURY TRIAL OF ANY CLAIM.
Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site, to any Services sold or distributed through the Site, including Lost Socks NFTs, or to any aspect of your relationship with Lost Socks will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Lost Socks may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies.
WAIVER OF JURY TRIAL.. YOU AND LOST SOCKS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Lost Socks are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as otherwise indicated in this Section 14. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the city/state or courts located in New Zealand. All other claims shall be arbitrated.
Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
16) Survival of Agreement.
This Arbitration Agreement will survive the termination of your relationship with Lost Socks.
Notwithstanding any provision in these Terms to the contrary, we agree that if Lost Socks makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to us at the following address: Lost Socks, 8 Cleveland Road, Parnell, Auckland, New Zealand, 1052
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
19) Entire Agreement
These Terms comprise the entire agreement between you and us relating to your access to and use of the Site, Site Content and any Lost Socks NFTs you have purchased, and supersede any and all prior discussions agreements, and understandings of any kind. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.