- Acceptance of Terms. We make this Site available subject to this Agreement. We may update or make changes to this Agreement from time to time in our sole discretion, which changes we may provide to you by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the “Last Updated” legend at the top of this Agreement. You are subject to any additional posted guidelines, rules, terms and conditions applicable to particular services that may be available at the Site, which are incorporated by reference into this Agreement.
- Definitions: The Site allows users to create, submit, configure, share and view digital projects (each, a “Project”) that include software code (“Code”) and supporting files (such as images and videos) to generate a variety of static or interactive visual and/or auditory outputs in the form of live animations, graphics, video or audio (each, a “Sketch”). In some cases, with the applicable Artist’s permission, the Site may allow certain users to customize (typically, by adjusting sliders) these Projects to mint “Editions.” These Editions are unique cryptographically-verified tokens (also known as non-fungible tokens or “NFTs”) that may be hosted on various blockchains and include related metadata that points to customized Code and Sketch assets. Editions can be bought, sold, or transferred through the Site, or third-party products and marketplaces (such as OpenSea and MetaMask).
- Artists. Users who create Projects on the Site are known as “Artists.” The Site may allow Artists to submit Projects for potential inclusion in curated sales of NFTs. We are under no obligation to review or accept any submission for curated sales, and may accept or reject any submission for any reason or no reason at our sole discretion. The Site may also allow Artists to post Projects for purposes of selling associated NFTs in an uncurated marketplace. If you are an Artist who submits any Project on the Site for purposes of minting or selling corresponding NFT(s), you represent, warrant and covenant that (a) you shall not, and shall not cause or allow any third party to, mint, tokenize, create, offer for sale or sell any other NFTs representing or corresponding to such Project, or any NFT that is or could potentially be generated from such Project; and (b) you haven’t done any of the foregoing.
- Collectors. Users who buy or bid on Editions through the Site are known as “Collectors.” Collectors who have purchased Editions may be able to view their purchases through the Site. Collectors who sell or transfer their Editions shall pay all applicable royalties and fees due with respect to such sale or transfer, if any (see Royalty and Fee Schedule), and shall require the transferee to agree to comply with the royalty payment obligations set forth in this section as if such transferee were you. If you transfer any Edition in violation of this section, your license to the Edition associated with such NFT (if any) shall be automatically revoked, subject to reinstatement if and only if you or the purported transferee cures such violation by paying all applicable royalties and fees and obtains the transferee’s agreement to impose the same royalty payment obligations on all downstream transferees.
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Sales of Editions. From time to time, we may work with Artists to offer for sale and sell Editions based on their Projects. Unless otherwise expressly noted to the contrary when the Artist agrees to participate in a sale, all sales of Editions are subject to the revenue split provided in our then-current Royalty and Fee Schedule. We may offer Editions for sale by any method we deem appropriate, including by pre-sales, private sales, public sales, number-limited offerings, time-limited offerings, ranked auctions, Dutch auctions or English auctions (with or without reserve prices). We will post the method of sale applicable to each Edition offering in a reasonably conspicuous manner, for example, on the Site page for such sale. If we experience any technical issues associated with sale and issuance of Editions (such as mistakes in metadata, assets, or edition numbers—collectively, “Edition Errors”) we will use commercially reasonable efforts to reissue existing Editions, issue new Editions (which may be called “Publisher Proofs”), or cancel orders by burning existing Editions and providing refunds. Collectors agree that receiving a reissued Edition, new Edition or a refund will be your sole and exclusive remedies in the event of an Edition Error. Subject to the foregoing, once an Edition based on a particular Project sells out (whether limited by number, time or otherwise), we will stop offering Editions generated from that Project.
Uniqueness of Editions. We use reasonable methods (such as hashing, fingerprinting, and database matching) to help ensure that each Edition includes a uniquely customized Code and therefore produces a unique Sketch. NOTWITHSTANDING THE IMMEDIATELY PRECEDING PARAGRAPH, WE CAN’T GUARANTEE THAT DIFFERENT EDITIONS WON’T GENERATE SKETCHES THAT APPEAR OR BEHAVE SIMILARLY OR IDENTICALLY, AND NEITHER THE WIREDPIECES ENTITIES NOR ANY ARTIST WILL HAVE ANY RESPONSIBILITY OR LIABILITY, NOR WILL COLLECTORS OR PURCHASERS HAVE ANY REMEDY, IF THAT OCCURS. RISKS THAT MAY PRODUCE SUCH RESULTS INCLUDE, WITHOUT LIMITATION, FAILURES OF RANDOM NUMBER GENERATORS OR RANDOM SEED FUNCTIONS, AND CHANGES IN ALGORITHMS USED BY BROWSERS, OPERATING SOFTWARE, ETC. TO GENERATE RANDOM NUMBERS OR OUTPUTS.
- Viewing Sketches. To view a Sketch, you need a suitable device, browser software and access to the corresponding Project or Edition. To execute the Code that produces the Sketch, the Code needs to be embedded in an HTML “wrapper” configured to display sketches and make system calls to any dependencies, such as images and libraries like P5JS. We currently provide through the Site various wrappers for Code, but we can’t and don’t guarantee that it will always be possible to execute a given Code as new technologies are invented and old ones are deprecated. Most Code are highly CPU-intensive, and the performance and output of any Code may differ depending on the capabilities of the device, operating system, browser or other factors. We may store Code associated with Editions using our own or third-party platforms, such as the Interplanetary File System (“IPFS”). WE CAN’T AND DON’T GUARANTEE THAT ANY CODE WILL REMAIN AVAILABLE ON IPFS OR ANY OTHER PLATFORM, AND NEITHER THE WIREDPIECES ENTITIES NOR ANY ARTIST SHALL HAVE ANY RESPONSIBILITY OR LIABILITY, NOR WILL COLLECTORS OR PURCHASERS HAVE ANY REMEDY, IF ANY INSTANCE BECOMES UNAVAILABLE. We recommend that you download the associated Project or Edition in case it becomes unavailable on the Site or through the applicable third-party platform, provided that you have the right to do so. We also recommend that you use an IPFS pinning service to keep a copy of the files of the Editions you own to ensure the continued hosting on the IPFS servers.
- Blockchains. The minting, purchase and sale of Editions are facilitated through various distributed digital ledgers or “Blockchains,” and may utilize third-party APIs or smart-contracts for such interactions. You are responsible for any transaction fees imposed by any Blockchain on your transactions.
- Royalty and Fee Schedule; Taxes. Please see our Royalty and Fee Schedule for the latest information regarding revenue splits on primary sales of Editions and royalties due on secondary sales of Editions. We may change this schedule prospectively at any time by posting an updated version. You’re solely responsible for determining and paying any and all sales, use, income, value-added and other taxes, duties, assessments, and penalties imposed by any governmental or regulatory authority or similar body, in each case associated with your use of the Site or the purchase or sale of Editions. If we receive any royalty on behalf of an Artist, including as a result of migrating an Edition to a New Blockchain (as defined in Section 20 (Blockchain Migration) below), we will use commercially reasonable efforts to distribute such royalties to the Artist within a reasonable period of time (less any applicable transaction fees that the Blockchain imposes on such distribution), however, we won’t be responsible for distributing such royalties where doing so would be commercially impracticable, including if: (a) we can’t readily determine the amount of the applicable royalty due, for example, because we received the royalty aggregated with other royalties without sufficiently detailed information regarding how the royalties should be separated and calculated; (b) the applicable transaction fee required to transfer the royalty to the Artist would be greater than the royalty itself; or (c) accounting for such royalties is not feasible because of their low value or large volume. We may withhold any royalty payments until it becomes commercially reasonable to make such payments, including by aggregating royalties until they reach a certain value. We may require Artists to make a request via the Site to receive royalties or other payments and prepay any transfer fees before we issue any payments. For royalties that are not collected for more than five years after we received them, we may donate them to a charitable cause that we choose at our sole discretion.
- Site Changes. Certain features of the Site are available at no charge, while others may require a subscription. We may, at any time and from time to time, temporarily or permanently, in whole or in part: modify or discontinue the Site, with or without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all users of the Site. You agree that the Wiredpieces Entities won’t be responsible or liable to you or any third party for any modification, suspension or discontinuance of the Site or any content, feature or product offered through the Site, in each case in whole or in part. Your continued use of the Site after such changes will indicate your acceptance of such changes.
- Registration; Usernames and Passwords. You may need to register or create an account to use all or part of the Site or to make purchases. You represent and warrant that all information that you submit in connection with such registration and any purchases is complete and accurate. We may reject, or require you to change, any username, password or other information that you provide to us in registering or updating your registration. Your username and password are for your personal use only and should be kept confidential; you, and not the Wiredpieces Entities, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username, password, or Site account.
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Rules of Conduct. While using the Site you will comply with all applicable laws, rules and regulations. In addition, we expect users of the Site to respect the rights and dignity of others. Without limitation, your use of the Site is conditioned on your compliance with the rules of conduct set forth in this section, and your failure to comply with such rules may result in suspension or termination of your access to the Site. You will not:
- Post, transmit, or otherwise make available, through or in connection with the Site:
- Any material that would give rise to criminal or civil liability.
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage, circumvent, or hijack the operation of, or to monitor the use of, any hardware, software or equipment (collectively, “Viruses”).
- Add tags, titles, descriptions, or search terms to your Project, Code or Sketch in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others.
- Use the Site for any fraudulent or unlawful purpose.
- Use the Site to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site (e.g., by “scraping”).
- Impersonate any person or entity, including any representative of Wiredpieces; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site; or express or imply that we endorse any statement you make.
- Create user accounts, create Projects, make purchases, or interact with the Site by automated means, scripts, or bots.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
- Modify, adapt, translate, reverse engineer (except as expressly permitted by applicable law), decompile or disassemble any portion of the Site, or otherwise access or use the Site for purposes of creating a product or service that competes with any of our products or services.
- Remove any copyright, trademark, patent or other proprietary rights notice from the Site or from materials originating from the Site.
- Frame or mirror any part of the Site.
- Systematically download and store Site content.
- Use any bot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site. Notwithstanding the foregoing, we grant the operators of public search engines permission to use so-called “spiders” to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We may revoke these exceptions either generally or in specific cases.
- Attempt to increase or otherwise manipulate the price of an Edition, for example, by bidding on your own items or making offers with no intent to purchase.
- Engage in activity that artificially increases view counts, likes or other metrics.
- Use the Site to engage in any financial activity that requires registration or licensing.
You represent and warrant to us that neither you nor your financial institutions, nor any party that owns or controls you or your financial institutions, are: (a) subject to sanctions or designated on any list of prohibited or restricted parties, including lists maintained by the U.S. Government, the European Union or its member states, the U.N. Security Council, or any other applicable government authority; or (b) located in any country to which the United States has embargoed goods or on which the United States has applied sanctions.
- Technological Requirements. You are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Site, and paying all charges related thereto. Certain features of the Site may require that you connect a Blockchain wallet, such as MetaMask (a “Wallet”). A Wallet is software—frequently implemented as a browser extension or a mobile app—that allows you to buy, store and transfer cryptocurrency and NFTs and otherwise engage in transactions on one or more Blockchains.
- Accuracy of Information. We attempt to ensure that information provided on or in connection with this Site is complete, accurate and current. Despite our efforts, such information may occasionally be inaccurate, incomplete or out of date. The Wiredpieces Entities make no (and disclaim any) representation as to the completeness, accuracy or currentness of such information.
- Feedback. Unless we expressly agree otherwise in writing, if you provide us with any ideas, proposals, suggestions or materials (“Feedback”), whether related to the Site or otherwise, you acknowledge and agree that: (a) your provision of any Feedback is gratuitous, unsolicited and without restriction and doesn’t place us under any fiduciary or other obligation; (b) any Feedback isn’t confidential, and we have no confidentiality obligations with respect to such Feedback; and (c) to the extent permitted under applicable law, any Feedback will become our sole property. Without limiting the foregoing, you grant to us a world-wide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify and otherwise use and exploit such Feedback, in any format or media now known or hereafter developed, and you represent and warrant that you have all necessary rights to grant the foregoing license. We may use Feedback for any purpose whatsoever without attribution or compensation to you or any other person. You are and remain responsible for the content of any Feedback.
- Our Content. Our trade names, trademarks, service marks, trade dress and other indicia of origin include, without limitation, OPENPROCESSING, CRAYON CODES and any associated logos (collectively, “Our Trademarks”). All trademarks and service marks on the Site other than Our Trademarks are the property of their respective owners. You may not use Our Trademarks, whether registered or unregistered, on or in connection with any product or service in any manner that is likely to cause confusion. The information and materials made available through the Site are and shall remain the property of Wiredpieces and our licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws (such information and materials, including Our Trademarks, collectively “Our Content”). Subject to your compliance with this Agreement, and solely for so long as we permit you to access and use the Site, you may view one copy of any of Our Content on any single computer solely for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. Except as we expressly authorize in advance in writing, you shall not reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, all or any part of the Site or any materials made available through the Site. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Our Content without our express prior written consent.
- Your Content. The Site may make available certain functionality (including the ability to create Projects, Sketches, and Editions, like and comment on Projects, Sketches, and Editions, create tutorials, create galleries of Sketches, submit Feedback, and send messages through the Site or by email) through which you are able to post, send, or make available information and materials (collectively, “Your Content”). You own all rights that you may have in any of Your Content, subject to the terms and conditions of this Agreement. For purposes of operating, developing, and marketing the Site, you grant to us a world-wide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without attribution or additional consideration to you or any third party, to reproduce, distribute, prepare derivative works based upon, perform or display (publicly or otherwise), digitally transmit or otherwise use or exploit, in any format or media now known or hereafter developed (collectively, “Use”) Your Content. If we Use Your Content, we will use commercially reasonable efforts to provide you attribution as the Artist.
“Your Content” excludes any Code, Sketches or Editions that you generate by configuring and minting a Project created by another user, for which you acknowledge that all the associated intellectual property for that Project (including any resulting Code, Sketches and Editions) belongs to the Artist who created that Project. Instead, your rights to such content are defined by the license chosen by the Artist for that Project (see Section 17 (Artist Content)). If you happen to obtain by operation of law or otherwise any rights in an Edition solely by configuring and minting a Project, you: (a) assign all such rights to the Artist who created the Project, automatically and without the need for any further action; and (b) if such assignment is deemed ineffective or unenforceable for any reason, (i) covenant that you won’t Exploit the Edition for any purpose whatsoever, and (ii) grant the Artist (and grant us a right to grant the Artist) world-wide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without attribution or additional consideration to you or any third party, to Exploit the Edition for any and all purposes.
You are entirely responsible for Your Content and any harm (including violations of applicable law) that may result therefrom. You represent, warrant and covenant to us that:
- You have all necessary rights to grant the license to Your Content set forth above.
- The use of Your Content as contemplated by the Site or this Agreement doesn’t and won’t infringe the proprietary rights, including the copyright, patent, trademark or trade secret rights, of any third party.
- To the extent your employer has any rights to Your Content, you have received express permission from your employer to post or make available Your Content.
- You have fully complied with any third-party licenses relating to Your Content, and have done all things necessary to successfully pass through to end users any required terms.
- Your Content isn’t spam, isn’t machine- or randomly-generated, and doesn’t contain unsolicited commercial content designed to drive traffic to third-party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing).
- Your Content isn’t pornographic, libelous or defamatory, doesn’t contain threats or incite violence towards individuals or entities, and doesn’t violate the privacy or publicity rights of any third party.
- Neither you nor any third party is advertising Your Content via unwanted electronic messages such as spam, links on newsgroups or social media or communications channels, email lists or similar unsolicited promotional methods.
- Your Content isn’t named in a manner that may mislead other users into believing that you are, or that Your Content was created or endorsed by, another person or entity.
- You have accurately categorized and described the type, nature, uses and effects of any of Your Content that contains Code.
If you delete Your Content, we will use our commercially reasonable efforts to remove it from the Site in a reasonably timely manner, but you acknowledge that caching of or references to Your Content may not be made immediately unavailable, and that such content may remain in our archives or backups, subject to our compliance with applicable law.
- Artist Content. The Site provides Artists with the ability to select among a variety of licenses (such as Creative Commons) under which to license (or not to license) their Projects (including any associated Code, Sketches and Editions, “Artist Content,” and such license (if any), “Artist License”). Notwithstanding anything to the contrary contained in this Agreement, if there is a conflict between, on one hand, any license granted to you in this Agreement with respect to any Artist Content and, on the other hand, the corresponding Artist License selected by the Artist (if any), the corresponding Artist License shall control.
- Infringing Content. If you think any material on the Site infringes your copyright, you may send us a notice asking us to remove or block access to the material by completing the applicable form here. If you think someone has wrongly filed a notice of copyright infringement against you, you may send us a response by completing the applicable form here. We may ignore these notices and responses if they don’t meet applicable legal requirements. Notices and responses may also be sent in writing to our Copyright Agent as follows: by mail to 162 Hoyt St. Brooklyn, NY 11217 USA or by email info+copyright@openprocessing.org. [a]Please consult with a lawyer before filing a notice of copyright infringement or a response. We reserve the right to terminate repeat infringers’ accounts in appropriate circumstances. If technically feasible, we may disable such projects on our Site, remove or take down related user accounts, burn any related Editions, or transfer Editions that violate third-party rights to appropriate parties.
- Collector Rights. When a Collector purchases an NFT with respect to a particular Edition, the Collector is entitled to receive an NFT associated with that Edition, but doesn’t own the corresponding Edition or Project (including the Code or the Sketch). Any rights that the Collector may have with respect to the Edition or the corresponding Project are determined by the Artist License (if any) or any other license and related terms imposed by the Artist. Collector acknowledges that the NFT received by Collector comprises an entry on a Blockchain that associates Collector’s Blockchain account with an Edition using cryptographic hashes, metadata and other technologies.
- Blockchain Migration. The Site doesn’t currently, and won’t necessarily in the future, offer a means of making secondary market sales for Editions, i.e., sales following their initial sale through the Site. We may offer Collectors the ability to list their Editions on other marketplaces directly, or to migrate their Editions from one Blockchain (the “Original Blockchain”) to another (the “New Blockchain”), for example, from the Bitmark Blockchain to the Ethereum Blockchain. To do so, Collectors will be required to connect an appropriate Wallet to the Site. Such migrations may involve, for example, deleting the Edition from the Original Blockchain after creating a new Edition on the New Blockchain. You understand that attempting to migrate an Edition from one Blockchain to another may expose the Edition to various risks, some of which are beyond our control, and the Wiredpieces Entities will have no responsibility or liability for any losses, including loss or destruction of any Edition, resulting from such attempted migration.
Further, if you choose to migrate any Edition, you (and not the Wiredpieces Entities) will be responsible for any transaction fees associated with such migration. We will use commercially reasonable efforts to reflect the applicable royalty information in any Edition that is issued or migrated to a New Blockchain, but we can’t guarantee that the Artist or any other entity entitled to royalties under this Agreement will receive them in connection with any secondary market sales.
- Monitoring. We may (but have no obligation) to do any or all of the following, at our sole discretion: (a) monitor Your Content; (b) refuse, remove, or block access to any of Your Content that we believe is in any way harmful or objectionable or violates this Agreement; and/or (c) disclose any of Your Content, and the circumstances surrounding their transmission, to any third party in order: (i) to operate the Site; (ii) to protect the Wiredpieces Entities and the Site’s users and visitors; (iii) to comply with legal obligations or governmental or regulatory requests; (iv) to enforce this Agreement; or (v) for any other reason or purpose.
- Third-party Payment Providers. We may use third-party service providers to pay you or to enable you to pay us (such services, “Payment Services”). By submitting your account information for use in connection with Payment Services, you agree that we: (a) may store your information, and process your information with any such Payment Services; and (b) aren’t responsible or liable for any failures of any such Payment Services to protect such information adequately. The processing of payments will be subject to the terms, conditions and privacy policies of such Payment Services, in addition to this Agreement. You acknowledge that we may change Payment Services and move your information to other third-party service providers from time to time. There may be fees associated with certain Payment Services, and you agree that you (and not we) will be responsible and liable for all such fees, including fees imposed on your transactions. You acknowledge and agree that we aren’t, and won’t be, responsible or liable for any Payment Service’s services, site, or acts or omissions.
- Jurisdictional Issues. We control and operate this Site from the United States. Our provision of the Site isn’t intended to subject us to the laws or jurisdiction of any state, country or territory other than that of the United States. We don’t represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. Not all products or services described on the Site may be available in all states or territories.
- Links. The Site may provide links to other websites and online resources. Because we have no control over such sites and resources, you acknowledge and agree that the Wiredpieces Entities aren’t responsible for the availability of such external sites or resources, and the Wiredpieces Entities neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Other sites and services may provide links to the Site with or without our authorization. You acknowledge and agree that the Wiredpieces Entities don’t endorse such sites or services, and aren’t and shall not be responsible or liable for any links from those sites or services to the Site, any content, advertising, products or other materials available on or through such other sites or services, or any loss or damages incurred in connection therewith.
YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES, SERVICES, AND RESOURCES, INCLUDING YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES, SERVICES, AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH SITES, SERVICES AND RESOURCES.
We have the right, at any time and in our sole discretion, to block links to the Site or any content on the site through technological or other means without prior notice.
- Disclaimer; Risks. THE SITE AND ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE AND ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE. THE WIREDPIECES ENTITIES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY PRODUCT OR SERVICE (INCLUDING THIRD-PARTY PRODUCTS AND SERVICES) OBTAINED OR ACCESSED THROUGH THE SITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE. WE CAN’T AND DON’T GUARANTY THAT ANY CONTENT OF, OR PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH, THE SITE WILL BE FREE FROM VIRUSES AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS. IT IS YOUR RESPONSIBILITY TO IMPLEMENT APPROPRIATE SECURITY SAFEGUARDS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF YOUR USE OF THE SITE. OUR SERVICES RELY ON EMERGING TECHNOLOGIES, INCLUDING BLOCKCHAIN, CRYPTOCURRENCY AND SMART CONTRACTS. SOME FEATURES ON THE SITE ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF TECHNOLOGIES SUCH AS PUBLIC-PRIVATE KEY CRYPTOGRAPHY. BY USING SUCH FEATURES, YOU ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS.
Without limitation, the Wiredpieces Entities are not responsible or liable for, and you assume all responsibility, liability and risks associated with:
- Any use or misuse of Projects, Code, or Sketches by Collectors, Artists, other users or third parties.
- Any gain or loss in value of any Editions.
- Acts or omissions of third parties, including Processing Foundation, Bitmark, Inc., Consensys Software Inc., or Interplanetary Networks, Inc.
- Problems caused by third-party software, hardware, technology, platforms or services, including the Bitmark Blockchain, the Ethereum Blockchain, MetaMask, or the Interplanetary File System.
- Artists or others minting on another platform another NFT associated with the same Project.
- Artists or others minting an Edition created from Code that was already used to create Editions through the Site.
- LIMITATION OF LIABILITY. WIREDPIECES ENTITIES WON’T BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, WIREDPIECES ENTITIES WON’T BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY CONTENT POSTED ON THE SITE BY ANY WIREDPIECES ENTITY OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE WIREDPIECES ENTITIES’ MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE LESSER OF $100 OR THE TOTAL AMOUNT, IF ANY, THAT YOU’VE PAID US IN THE SIX MONTHS BEFORE YOUR CLAIM ACCRUED.
IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we don’t guarantee that the Site will be or remain secure, complete or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third-party alteration to the Site, please contact us at info@openprocessing.org with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.
Moreover, the Internet or portions thereof may be subject to security breaches and other potentially harmful events. The Wiredpieces Entities are not responsible for any damage to any computer, software, hardware, equipment, content, data or other material, including Code, Sketches, Editions or NFTs, resulting from any such security breach or harmful event, or from any Virus, bug, line failure, defect, delay in operation or transmission, deletion, error, fraud, interruption, omission, tampering, unauthorized intervention, or any other technical or other malfunction.
- Indemnity. You shall indemnify and hold us harmless, and at our election defend us, from and against all claims, losses, costs and expenses (including attorney’s fees) arising from or related to: (a) your access and use of, or activities in connection with, the Site (including all payments); (b) your violation of this Agreement, any other policies posted on the Site, any applicable law, rule, regulation or any agreement with any third party; or (c) any disputes between you and another User or any third party. You are solely responsible for your interactions with any other users in connection with the Site, including disputes, and the Wiredpieces Entities will have no liability or responsibility with respect thereto.
- Termination. This Agreement is effective until terminated. We may, in our sole discretion, terminate this Agreement and/or your access to or use of the Site, in each case, in whole or in part and at any time and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of this Agreement and/or your access to or use of the Site may be effected without prior notice, and that we may immediately deactivate or delete your password and username, and any or all related information and files associated with it, and/or bar any further access to such information or files. You agree that the Wiredpieces Entities won’t be responsible or liable to you or any third party for any termination of this Agreement and/or your access to the Site or to any such information or files, and won’t be required to make such information or files available to you after any such termination. Sections 1 (Acceptance of Terms) through 11 (Rules of Conduct), 13 (Accuracy of Information) through 30 (Arbitration), 33 (Ability to Enter into This Agreement), 35 (Third-party Beneficiaries) and 36 (Miscellaneous) shall survive any expiration or termination of this Agreement.
- Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, USA without regard to any conflicts of law principles that would result in the application of the law of another jurisdiction.
- Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, whether under contract, tort, statute or any other legal theory, or the breach, termination or invalidity of this Agreement, shall be finally settled by binding arbitration (“Arbitration”) administered by the American Arbitration Association and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in force before one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be New York County, New York. The Arbitration proceedings shall be confidential and in English. The award rendered by the arbitrator(s) shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. Any Arbitration brought in connection with this Agreement will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No Arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. To the extent allowed under applicable law, you and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.
- Contact Us. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to info@openprocessing.org. Please note that email communications won’t necessarily be secure; accordingly you should not include credit card information or other sensitive information in your email correspondence with us.
- Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following notice: If you have a complaint regarding the Site, please contact us by emailing info@openprocessing.org, writing us at 162 Hoyt St. Brooklyn, NY 11217 or calling us at (347) 746-2666. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
- Ability to Enter into This Agreement. You represent and affirm that: (a) you’re of legal age to enter into this Agreement; or (b) you’re the parent of a minor who is accessing and using the Site, and that you’ve consented to such access and use. You may not access or use the Site if you’re a minor and have not obtained your parent’s consent to access and use the Site. Minors may not mint, purchase or sell Editions. If you are under 13 years old, you may not access or use the Site except by creating a “Restricted Student Account” in association with an educational institution using the Site’s classroom feature, in which case we don’t collect any personal information from you.
- Filtering. Parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise and OnGuard Online. We don’t endorse any of the products or services listed at such sites.
- Third-party Beneficiaries. Each Artist entitled to receive royalties pursuant to the resale of an Edition by another user or a subsequent transferee, is an intended third-party beneficiary of the agreement between us and such user or subsequent transferee, and as such, shall have the right to enforce this Agreement against such user or subsequent transferee to obtain such royalties. Except as otherwise set forth herein, this Agreement doesn’t create any third-party beneficiary rights in any individual or entity that isn’t a party to this Agreement.
- Miscellaneous. This Agreement doesn’t, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Wiredpieces. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and won’t affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. As used in this Agreement, “including” means “including, without limitation.” We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. Any attempt to assign this Agreement except as permitted under this section will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This Agreement, together with our Privacy Policy and all other policies posted or referred to on the Site, is the entire agreement between you and Wiredpieces relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Wiredpieces relating to such subject matter. Notices to you may be made via posting to the Site, by email, or by regular mail, in our discretion. The Site may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices on the Site. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The Wiredpieces Entities won’t be responsible for failures to fulfill any obligations due to causes beyond its control.
Site © 2021 Wiredpieces Inc., unless otherwise noted. All rights reserved.
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