Terms of use

TERMS OF USE

Last Updated: 5/1/2024

Acceptance of the Terms of Use

The following Terms of Use, together with any documents these Terms of Use expressly incorporate by reference (collectively, “Terms” or “Agreement”), are entered into by and between you (referred to herein as “you” or “your”) and SwipasNFT, LLC (“Company,” “we,” or “us”) and constitute a legally binding agreement and govern your access to and use of the site, including any content, functionality, and services offered on or through DFoxProject.com (the “Website”), and any mobile services, mobile application, website, and software provided on or in connection with the service (collectively, the “Platform”).

This Agreement applies to your access and use of, and all contents and information available within, the Platform which provides users with the opportunity to purchase, collect, and showcase digital blockchain collectibles giving access to various products and fan experiences containing exclusive content from De’Aaron Fox and/or his licensors.

Your use of the Platform is also subject to our Privacy Policy. You acknowledge that by using the Platform, you have reviewed the Privacy Policy, which is incorporated by reference into this Agreement.

By accessing or using the Platform (including by downloading any mobile application we may offer from time to time), you signify that you have read, understood, and agree to be bound by this Agreement and to the collection and use of your information as set forth in the Privacy Policy, whether or not you are a registered user of our Platform. This Agreement applies to all visitors, users, and others who access or use the Platform (“Accessors”). Please read this Agreement carefully.

Some jurisdictions do not permit unilateral revisions to consumer terms, so this paragraph may not apply to you. We reserve the right to modify these Terms at any time, with such changes becoming effective when posted on the Platform. When changes are made, we will make the revised version available on this webpage and will indicate at the top of this page the date that revisions were last made. If we make a material change to the Terms of Use, we will notify you by sending a notice at the email address registered to your account and/or by posting a prominent notice on our Platform. Material changes will go into effect no less than thirty (30) days after we notify you, so you can decide whether you would like to continue using the Platform. If you use the Platform after a modification of these Terms, you agree to be bound by the Terms as modified.

These Terms contain important information regarding your rights with respect to the Platform, including your relationship with us. Please read them carefully and review them regularly. The capitalized terms used herein shall have the meanings assigned to them in this Agreement.

By using this Platform, you affirm that you are of legal age to enter into these Terms, and you accept and are bound by these Terns. You affirm that if you are using this Platform on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.

You may not use this Platform if you: (i) do not agree to these Terms; (ii) are not over 18 years of age; or (iii) are prohibited from accessing or using this Platform or any of this Platform’s contents, products, or services by applicable law.

FURTHER, COMPANY RESERVES ITS RIGHT, AS PRESCRIBED IN THIS AGREEMENT, TO LIMIT, RESTRICT OR REMOVE ANY USER FROM THE PLATFORM WITHOUT NOTICE AND FOR ANY REASON.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION, AS THIS AGREEMENT CONTAINS IMPORTANT INFORMATION ‎REGARDING YOUR ‎LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, ‎INCLUDING ‎VARIOUS LIMITATIONS AND ‎EXCLUSIONS ON DAMAGES ‎YOU MAY CLAIM AGAINST US AND INDEMNIFICATION OBLIGATIONS YOU OWE TO ‎US‎.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION (SEE SECTION 15), THAT, EXCEPT WHERE PROHIBITED BY APPLICABLE LAWS, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY USING THE PLATFORM OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.

USE OF THE PLATFORM; ACCOUNT SET-UP AND SECURITY

Eligibility and Registration Obligations. If you are under 13 years of age, you are not authorized to use the Platform, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian. You may be required to register with the Platform in order to access and use certain features of the Platform. If you choose to register with the Platform, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Platform’s registration form. Registration data and certain other information about you are governed by our Privacy Policy.
General Practices Regarding Use and Storage. You acknowledge that Company may establish general practices and limits concerning use of the Platform, including without limitation the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on Company’s servers on your behalf. You agree that Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Company reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Account and Set-Up. To utilize the Platform, you should first install a web browser (such as the Google Chrome web browser). You may be required by us to set up or connect an electronic wallet, and store one or more payment methods. For more information regarding stored information, please visit our PRIVACY POLICY (this will be link to PP).
Account Registration. When you register an account (“Account”) as a user of the Platform (a "Registered User"), you must provide accurate and complete registration information when you create an account for the Platform. By creating an account, you agree to provide accurate, current, and complete account information about yourself, and to maintain and promptly update your account information as necessary. The Platform is provided to individuals only. Corporations, associations, or other groups may not participate in the Platform. It will be considered fraudulent for any individual, company, club, association or group to use or to direct, encourage, or allow other persons to use a single Platform account for the purpose of accumulating or aggregating Key Cards (as defined below) or Fox Tokens (as defined below) for combined use, unless such use is expressly permitted by Company Limit one (1) registered account per person. You cannot have more than one registered account, even if you have purchased one or more Key Cards (as defined below). We may, at any time, require you to verify your name and address by means of faxing, emailing, or mailing to Us a copy of a form of identification approved by Us, in addition to providing Us with a signed statement of legitimacy or by completing an online verification process designated by Us; and We may automatically require such verification in the case of multiple accounts from the same address, household, computer or IP address. If you attempt to participate on the Platform using more than one (1) account, all Fox Tokens in your account(s) may be forfeited, and We may, at Our sole discretion, terminate your account(s) and permanently ban you from participating on the Platform in any way. We reserve the right reclaim usernames without liability to you. For more information on information, you will or may be requested to provide, please see Our Privacy Policy.
Account Security. You are responsible for the security of your account for the Platform and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account with us, or for any other customer support query, you agree to notify us immediately at help@boscommunityservices.com.
Account Transactions. You can use your electronic wallet to purchase and store Key Cards using your credit card, or via one or more cryptocurrencies. Such Key Cards generate a token (the “Fox Token”) at different yields that can be used on our marketplace to purchase fan-focused experiences and gear (See Section 1(viii) (Marketplace)). Transactions that take place on the Platform are managed and confirmed via the Blockchain Network. You understand that your Blockchain Network public address will be made publicly visible whenever you engage in a transaction on the Platform.
Marketplace. Without limiting the terms of this Agreement, Company makes available a collection of resources to its Registered Users and Accessors on the Platform. Registered Users may be able to access certain features on the platform contained on a central marketplace (the “Marketplace”). The Marketplace may give you access to certain events, activities and experiences including but not limited to, in-person or virtual experiences (“Experiences”), fan-focused products and services, gear, entry into certain contests or giveaways, and participate in activities offered by Company. The foregoing is not an exhaustive list of products and services We may provide from time to time on the Marketplace (“FanFare”). Company may in its sole discretion list FanFare on the Marketplace.

Key Cards. Each collectible is a Non-Fungible Token (a “Key Card(s)”) on the Ethereum blockchain network or such other networks as we may make available for use for Key Card listings from time to time. Company reserves their right to, from time to time, issue additional Key Cards for purchase. Subject to Section 1(vii) (Third Party Marketplaces), Key Cards are available for purchase, and such purchase is facilitated through, Open Sea.
Fox Tokens. Key Cards generate a token (the “Fox Token”) at different yields that can be used on the Marketplace to purchase FanFare.
Starting Balance. Upon purchase of a Key Card, you may, in our sole discretion, be given a starting balance of Fox Tokens (“Starting Balance”). We shall have sole discretion to (i) determine the amount of the Starting Balance, (ii) change the amount of the Starting Balance, (iii) offer different values of Starting Balance depending on certain Key Card purchases, and (iv) suspend offering this Starting Balance.
Accruing Fox Tokens. We may offer many different ways to earn Fox Tokens as a Registered User on the Platform, including but not limited to, entering into contests, referring a friend, participating in certain activities and events on the Platform.

In order to begin accruing Fox Tokens, however, Registered Users must be active on the Platform to earn or accrue Fox Tokens. We shall have sole discretion to determine whether a Registered User is active on the Platform, this may include interacting with the Platform, participating in certain activities on the Platform, engaging in specific activities on the Platform, and accessing the Platform. There are no fees associated with the use or non-use of Fox Tokens or Inactivity on the Platform.
At any time and without notice, We may change, remove, or offer new ways to earn and accrue Fox Tokens. We reserve our right in our sole discretion, and at any time, without notice: (i) to add, remove or change the number of Fox Tokens awarded for activity on the Platform; (ii) to remove any or all means to earn Fox Tokens; (iii) to limit the number of times you may earn Fox Tokens for engaging in specified activities; and/or (iii) to limit the total number of Fox Tokens that can be earned by You for a period of time or in total. Your Fox Tokens will be recorded and tracked in your account.
Company’s decisions regarding the awarding of Fox Tokens are final and binding. Earned Fox Tokens that are subsequently determined to be invalid for any reason are subject to disqualification and will be removed from your account.
By accruing or earning Fox Tokens, you have obtained a limited license to a digital product. Fox Tokens are issued exclusively for loyalty, award, or promotional purposes, and no fees are associated with Fox Tokens. Fox Tokens have no cash value, are non-negotiable, and cannot be redeemed either in whole or in part for cash. Fox Tokens do not constitute property of any Registered User or other person and may not be brokered, bartered, attached, pledged, assigned, gifted, sold or otherwise transferred for or without consideration. Fox Tokens are not transferable upon death, as part of a domestic relations matter, or otherwise by operation of law. Any receipt or use of Fox Tokens in violation of these Terms will render them void and will result in your disqualification from the Platform and forfeiture of all Fox Tokens in your Platform account. Fox Tokens from multiple accounts may not be aggregated and are not capable of being combined or transferred. Company reserves the right to take any other or additional action it deems appropriate in its sole discretion in the event that Company believes, in its sole discretion, that you or other users have violated this provision. In the event this Platform is terminated, this Section shall survive in accordance with its terms.

Claiming Fox Tokens.

In order for your Fox Tokens to be noted in your account balance, and have the Fox Tokens available to use in your account, you will be required to claim the Fox Tokens within a certain time-frame (“Claim”).
You may be able to earn or accrue Fox Tokens in any matter prescribed by the Company in its sole discretion, but You may not be able to redeem them for FanFare unless they are Claimed.
If you fail to Claim your Fox Tokens within the time frame set by the Company, you will not be able to redeem those Fox Tokens. Company’s decisions regarding the Claiming of Fox Tokens are final and binding. Claimed Fox Tokens that are subsequently determined to be invalid for any reason are subject to disqualification and will be removed from your account.
Company reserves the right in its sole discretion, at any time during the duration of the Platform’s existence and without prior notice, to change when Fox Tokens must be Claimed.
It may take up to 48 hours after completing qualifying activities or Claiming the Fox Tokens for the applicable Fox Tokens to be noted in your account. Company reserves the right in its sole discretion to award Fox Tokens at a later date if additional time is needed for any reason.
Fox Token balances, as reflected in Our records, shall be deemed correct and We reserve the right to correct or modify your Fox Token balance at any time based on Our records and calculation of account information. If you believe an error has been made in the calculation of your Fox Tokens or that Fox Tokens were not properly accrued to your account, you must contact Customer Care within 15 days of the day of the date when the Fox Token-earning activity occurred. You can do so by sending an email tohello@virtualsherpa.com.
Your ability to Claim Fox Tokens may be valid for a limited period of time as set by Company.
Company reserves the right in its sole discretion, at any time during the duration of the Platform’s existence and without prior notice, to change when Fox Tokens expire, the Registered User inactivity period, and the dormancy period for account suspension and/or termination

Fox Token Expiration.

Fox Tokens may be valid for a limited period of time as set by Company. Fox Token expirations will be communicated to you as applicable and in a form chosen by Company in its sole discretion.
We may, in our sole discretion, determine that certain Fox Tokens may expire pursuant to an expiration period that is specified: (a) in these Terms; (b) on a webpage or screen for the Platform; (c) in promotional materials, certificates, credits or another format at Company’s sole discretion; or (d) in a form chosen by Company in its sole discretion at the time the Fox Tokens are issued. By way of example only, Company may issue Fox Tokens to all or a select number of Registered Users as a promotion and set a period of time (e.g., thirty (30) days) from the date of issuance within which you must engage in a particular activity or the Fox Tokens will expire and be removed from your Platform account.
From time to time, Company may issue promotional offers that allow you to open a link to obtain Fox Tokens. Such offers may be valid for a limited period of time as set by Company. Once the promotional offer link is opened, Fox Tokens obtained from the link may be set to expire after a period of time set by Company. Fox Token expirations will be communicated to you as applicable and in a form chosen by the Company in its sole discretion.
Company reserves the right in its sole discretion, at any time during the duration of the Platform’s existence and without prior notice, to change when Fox Tokens expire, the Registered User inactivity period, and the dormancy period for account suspension and/or termination.

Redeeming FanFare.

We may offer different ways to use Fox Tokens to redeem FanFare on the Marketplace. For more information on how Fox Tokens may be used and available FanFare, please see the Marketplace available at LINK TO MARKETPLACE.
Company reserves the right in its sole discretion, at any time and without prior notice, to offer certain FanFare with specific eligibility requirements not available to all Registered Users. To use Fox Tokens to redeem certain FanFare that have additional and specific eligibility requirements, you must meet such requirements posted in addition to any relevant additional Terms of Service. Additional or different eligibility criteria may apply to certain opportunities to use Fox Tokens to redeem FanFare and other opportunities made available by the Company, whether on the Platform, Marketplace, or any Third-Party Site or Marketplace.
We shall have sole discretion to (i) determine the number of Fox Tokens you must earn to redeem a specific FanFare (ii) change the number of Fox Tokens required to redeem specific FanFare from time to time (iii) require ownership of a certain Key Card to redeem specific FanFare and (iii) require a different number of Fox Tokens in order to redeem specific FanFare Content depending on the geographic territory.
At any time and without notice, Company may change, remove, or offer new FanFare, so please review the Platform or Marketplace periodically for updates. Company reserves the right in its sole discretion and at any time, without notice: (i) to add, remove or change the FanFare; (ii); to remove any or all means to redeem FanFare, (iii) to limit the number of FanFare you may redeem; and/or (iv) to limit the total number of FanFare that can be redeemed by you for a period of time or in total.
FanFare may be redeemed in the Marketplace, or any other location Company determines on the Platform, using Fox Tokens. You may be prompted to click to redeem such FanFare. When available, you will see an option to “Enter With Fox Tokens” or “Redeem with Fox Tokens” (or similar language), and that option will designate the number of Fox Tokens required to redeem that specific FanFare. (This option will not appear if you do not have sufficient Fox Tokens in your account to redeem the specific FanFare). Once you click to redeem FanFare using your Fox Tokens, the designated number of Fox Tokens will be deducted from your account. If you use Fox Tokens redeem FanFare that is an Experience, contest, giveaway, or some other form of raffle, but then later cancel your entry before the Experience, contest, giveaway, or some other form of raffle has begun or the activity is otherwise cancelled, your account will not be refunded the Fox Tokens used to enter that contest; under no circumstances can you request or receive (as a refund) the monetary amount of the contest’s entry fee for the Fox Tokens used to enter the contest.
Company reserves the right, in its sole discretion and without notice, to terminate or restrict your ability to redeem FanFare on the Marketplace or the Platform for any reason, with or without cause, and without prior notice.
FanFare may be redeemed exclusively for loyalty, award, or promotional purposes, and no fees are associated with FanFare. FanFare has no cash value, is non-negotiable, and cannot be redeemed either in whole or in part for cash. Once redeemed, FanFare may not be brokered, bartered, attached, pledged, assigned, resold or otherwise transferred for or without consideration.
Any receipt or use of FanFare in violation of these Terms will render them void and will result in your disqualification from the Platform and forfeiture of all Fox Tokens and FanFare in your account. Company reserves the right to take any other or additional action it deems appropriate in its sole discretion in the event that Company believes, that you or other users have violated this provision. In the event this Platform is terminated, this Section shall survive in accordance with its terms.

Third-Party Marketplaces. We rely on third-party marketplaces to facilitate transactions involving the Key Cards, including any of your uses of or other interactions with the Key Card. Accordingly, your transactions involving the Key Cards are subject to the terms and conditions of such third-party marketplaces, including those on which your transactions occur, whether or not through such third-party marketplaces’ service offerings. We are not in control of, and you hereby agree not to hold us responsible or liable for, such third-party marketplaces’ terms and conditions. Further, your uses of and other interactions with the Key Cards may be limited or otherwise affected if: (a) the terms and conditions or pricing of such third-party marketplaces change; (b) you or we cannot comply with the terms and conditions of such third-party marketplaces or any update or modification to them; or (c) a third-party marketplace dissolves, declares bankruptcy, becomes insolvent, or otherwise ceases business operations. Without limiting the foregoing, you will be able to purchase Key Cards through OpenSea. You agree that you are subject to OpenSea’s terms and conditions, privacy policy and any other user agreements required by OpenSea related to the use of OpenSea.

Third-Party Sites/Experiences. The Platform may grant you access to certain Experiences or facilitate access to third-party websites (“Third-Party Sites”). Third-Party Sites and some Experiences are not under the Company’s control and You hereby agree that you will not hold us liable or responsible for any content or information contained on or in any Third-Party Sites, including for any errors, omissions, or inaccuracies, or for any losses or damages of any kind incurred as a result of your use of or access to any Third-Party Site or Experience. You use or rely on Third-Party Sites and redeem and attend Experiences at your own risk and subject to any license agreements, terms and conditions, privacy policies, and other notifications, disclaimers, and legal requirements applicable to such Third-Party Sites and Experiences. Links and other access to Third-Party Sites and Experiences may be provided to you, and may be provided or facilitated only as a convenience or benefit to you and do not necessarily constitute or imply our endorsement or support of them. We do not guarantee the availability, accuracy, or display of or access to any Third-Party Sites or Experiences and reserves the right to remove, delete, alter, edit, suspend, or otherwise modify any interactions with or access to such Third-Party Sites or Experiences made available on or through the Platform, at any time and in our sole discretion. Any opinions, advice, statements, offers, services, performances, or other content expressed, displayed, or made available on any Third-Party Sites or through any Experiences: (a) are those of the respective authors or applicable distributors; and (b) may be protected by copyright, trademark, right of publicity, and other U.S. or international intellectual property or proprietary rights Laws (as defined below). By using or otherwise owning the Key Card, You do not acquire any right, title, or interest in or to any Third-Party Sites or Experiences or any portion of them.
Email Communications. By providing Us with your email address you consent to our using the email address to send you Platform-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Platform and special offers. If you do not want to receive promotional email messages, you may opt out by unsubscribing from such email communications from Us. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
SMS/Text Messaging. We reserve our right to offer you the option to receive recurring SMS/text messages, or alerts related to the Platform (the “Text Messaging Program”). If We exercise this right, by you consenting to the Text Messaging Program, you agree to receive SMS/text messages to your mobile phone number provided. You certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such text messages. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system, that standard message and data rates apply, and the frequency of messages may vary. The Text Messaging Program may not be available on all carriers or compatible with all mobile phone models and carriers are not liable for any delayed or undelivered messages. We are not responsible for any delays upon sending or receiving text messages and can change the Text Messaging Program at any time. For help with text messages, reply “HELP” to any text message you receive through the Text Messaging Program. To unsubscribe from text messages at any time, reply “STOP” to any text message you receive through the Text Messaging Program. You consent that following such a request to unsubscribe to SMS/text message communications, you may receive one final text message confirming your request. You can also unsubscribe (or, after unsubscribing, resubscribe), or obtain help by emailing us athello@virtualsherpa.com. Please keep in mind that if you opt-out of receiving text message alerts, we may not be able to contact you with important information.
Hyperlinking. The Platform may be hyperlinked to and by other websites which are not maintained by, or related to, Company. Hyperlinks to such sites are provided as a service to Registered Users and Accessors and are not sponsored by, endorsed or otherwise affiliated with the Platform or Company. Company has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from the Platform to another web page should be accessed at the Registered User’s or Accessor’s own risk. Company makes no representations or warranties about the content, completeness, quality or accuracy of any such website, and as such, shall not be liable in connection with any loss, damage, cost or injury associated with any access thereto via the Platform.

Raffles. From time to time, and in its sole discretion, Company reserves the right during the duration of the Platform’s existence, to offer Registered Users the ability to enter into a Raffle on the Platform’s Marketplace. From time to time, and in its sole discretion, Company reserves the right during the duration of the Platform’s existence, to offer Registered Users the ability to enter into a Raffle on the Platform’s Marketplace.

Eligibility.

Raffles are open solely to Registered Users who are legal residents of the fifty (50) United States and the District of Columbia who are 18 years of age or older at the time of entry. If a Registered User entering the Raffle is between the ages of 13 and 18, that Registered User’s participation in the Raffle may require an adult guardian to affirm the minor Registered User’s participation and agreement to comply with the official rules of the Raffle and Company. If you are under 13 years of age, you are not authorized to enter into Raffles, register as a user, or use the Platform.
Company may condition entry of Raffles on additional and specific eligibility requirements, and you must meet such requirements specified: (a) in these Terms; (b) on a webpage or screen for the Platform; (c) in promotional materials, certificates, credits or another format at Company’s sole discretion; or (d) in a form chosen by Company in its sole discretion in addition to any relevant additional Terms of Service.
Company may, in its sole discretion, condition entry (a) on a Registered User’s ownership of a certain Key Card; (b) on a Registered User’s geographic territory or location; (c) on a Registered User’s Fox Token Balance; (d) on a minimum Fox Token entry fee.
Additional or different eligibility criteria may apply to certain Raffles made available by the Company, whether on the Platform, Marketplace, or any Third-Party Site or Third Party Marketplace.
Employees, officers, directors, or agents of Company or any of Company’s partners, related companies, agencies, or agents, as well as the immediate family (defined as spouse, parents, siblings, children, and grandparents) and same household members of any such employee, officer, director, or agent, are not eligible to participate. All applicable federal, state, and local laws and regulations apply. Void where prohibited or restricted by law.

How to Enter.

Registered Users may be required to use Fox Tokens to enter into Raffles.
Company will not consider incorrect, fraudulent, incomplete, late, or otherwise non-conforming entries or entries that are intended to annoy, abuse, threaten, or harass any person or entity in any way. Limit of one (1) entry per Registered User; multiple entries by any one individual are void. Entries generated by macro, script, or other automated means are void. Entries generated by robotic, macro, script, or other automated means are void. Any entrant using fraudulent means to participate in the Sweepstakes will be disqualified and may be guilty of violating applicable criminal laws. All entries, once provided, are Company’s sole and exclusive property. Eligibility is at the exclusive discretion of Company, and Company shall be entitled to reject any entrant for any reason or no reason at all without having to provide an explanation. Company reserves the right, in its sole discretion, to cancel, suspend, or terminate the Sweepstakes for any reason and without prior notice to any entrant. In such instance, Company may, if and as appropriate, select a winner using reasonable means that are materially consistent with the Raffle.
At any time and without notice, We may change, remove, or offer Raffles. We reserve our right in our sole discretion, and at any time, without notice: (a) to add, remove or change the number of Fox Tokens required to enter a Raffle; (b) to remove any or all means to enter into Raffles; (c) to limit the number of times you may enter, and or win a Raffle; and/or (d) to limit the total number of Raffles that can be entered or won by You for a period of time or in total.
Company reserves the right in its sole discretion, at any time during the duration of the Platform’s existence and without prior notice, to preclude you from winning, entering, or participating in any Raffle. In the event this Platform is terminated, this Section shall survive in accordance with its terms.

PAYMENT, GAS FEES, AND TAXES

Payment for Purchases. The Platform allows you to purchase Key Cards, through OpenSea, and otherwise transact in Fox Tokens. You acknowledge and agree that all information you provide with regards to a purchase of any Key Card, including, without limitation, credit card or other payment information as the Platform may accept through a third-party platform or system from time-to-time, is accurate, current, and complete. You represent and warrant that you have the legal right to use the payment method you provide to a third-party platform or system that fulfills payments for Key Cards, including, without limitation, any credit card you provide when completing a transaction. When you purchase a Key Card, you: (a) agree to pay the price for such Key Card, any charges necessary to the fulfillment of the Key Cards, and all applicable taxes (which may include, without limitation, sales, use, value-added and other taxes, duties and assessments other than taxes on our net income) in connection with your purchase (the “Purchase Price”); and (b) authorize us and/or a third-party platform or system that fulfills payments for the Key Cards to charge your credit card or other payment method for the Purchase Price. You acknowledge that with respect to any Key Card, we may impose a fee on any secondary sales of such Key Card after its initial purchase, regardless of whether such secondary sale occurs on the Platform or on some other platform. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable.
Gas Fees. Transactions on blockchain networks may require the payment of a transaction fee (each, a “Gas Fee”). The Gas Fees fund the network of computers that run the Blockchain Network. This means that you will need to pay a Gas Fee for each transaction that you instigate via the Platform. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate via the Platform.
No liability for payments and transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Platform or otherwise. Except as may be provided in connection with the sale of a specific Key Card by us, we do not provide refunds for any purchases that you might make on or through the Platform – whether for Key Cards sold by us, our partners, or anything else. ALL SALES ARE FINAL.

OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS

YOUR OWNERSHIP OF ANY KEY CARD WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH KEY CARD FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY OF THE PROHIBITED ACTIVITIES (AS DEFINED BELOW).

For the purposes of this Section, the following capitalized terms will have the following meanings:

“Content” means any art, design, drawings, or images of any kind (in any form or media, including, without limitation, video or photographs) that may be associated with a Key Card that you Own.

“Own” means, with respect to a Key Card, a token whose holder is entitled to be the beneficiary of a limited license granting the right to display, subject to the terms of this Agreement, a digital good that you have purchased or otherwise lawfully acquired from us or from any other source which is displayed on our Platform (and not through any of the Prohibited Activities), where proof of such purchase is recorded on the Blockchain Network.

“Purchased Key Card” means a Key Card that you Own.

“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

Ownership of Key Card. When you purchase a Key Card, you own the Key Card but you do not own any Third Party IP incorporated in or associated with the Key Card or the Content except for the license grants expressly set forth below. Ownership of any Key Card is subject to the terms of this Agreement. Ownership of the Key Card is mediated entirely by the Blockchain Network. Except as otherwise permitted by these Terms in cases where we determine that the Key Card has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any Key Card.
We Own the Platform. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title, and interest in and to all other elements of the Platform, and all intellectual property rights therein (including, without limitation, all Content, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Platform Elements”)). You acknowledge that the Platform Elements are protected by copyright, trade dress, patent and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Platform Elements are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Platform or otherwise contained in the Platform Elements are proprietary to us or our licensors.
No User License or Ownership of Platform Materials. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other Platform Elements that you may access on or through the Platform. We reserve all rights in and to the Platform Elements that are not expressly granted to you in these Terms.
Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your purchase of an Key Card does not give you any rights or licenses in or to the Platform Elements (including, without limitation, Third Party IP, and our and third parties’ copyright in and to the associated Content) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Platform Elements (including, without limitation, any Content) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
User License to Content. Subject to your continued compliance with these Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content, solely for the following purposes and solely when you are the owner of such Key Card: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Key Card, provided that the marketplace cryptographically verifies each Key Card owner’s rights to display the Content for their Key Card to ensure that only the actual owner can display the Content; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Key Card, provided that the website/application cryptographically verifies each owner’s rights to display the Content for their Key Card to ensure that only the actual owner of the Key Card can display the Content, and provided that the Content is no longer visible once the owner of the Key Card leaves the website/application.
Restrictions on Ownership. You agree that you may not permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Content, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Content to advertise, market, or sell any product or service; (c) use the 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 be objectionable by a reasonable person; (d) use the Content in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Content; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content; or (g) otherwise utilize the Content for your or any third party’s commercial benefit.
Third Party IP. If the Content associated with your Purchased Key Card contains Third Party IP (e.g., licensed intellectual property from a content creator), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Content, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Content; and (c) to the extent that we inform you of such additional restrictions in writing, 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 the license contained in this Section 3.
Other Terms of License. The license granted above applies only to the extent that you continue to Own the applicable Key Card. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Key Card for any reason, the license granted above will immediately expire with respect to that Key Card without the requirement of notice, and you will have no further rights in or to the Content for that Key Card. The restrictions in above will survive the expiration or termination of these Terms.
User Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose. To provide Feedback you may do so in the Platform or email us athello@virtualsherpa.com.

CONDITIONS OF USE AND PROHIBITED ACTIVITIES

YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE PLATFORM, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE PLATFORM ONLY FOR PURPOSES THAT ARE LEGAL, PROPER, AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.

FURTHER, WE RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, WITH OR WITHOUT CAUSE, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS IN REGARD TO YOUR USE OF THE PLATFORM: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE TO BE VOID AB INITIO; (B) WHERE PRACTICABLE, TO IMMEDIATELY CONFISCATE ANY KEY CARDS THAT WERE PURCHASED OR ACQUIRED; (C) RESTRICT YOUR ACCESS TO THE PLATFORM; (D) REMOVE YOUR ACCOUNT; (E) RESTRICT YOUR ACCESS AND PARTICIPATION IN CONTESTS, RAFFLES, AND COMPETITIONS ON THE PLATFORM; (F) RESTRICT YOUR ACCESS AND PARTICIPATION IN EXPERIENCES. FOR THE PURPOSES OF CLARITY AND AVOIDANCE OF DOUBT, THE FOREGOING IS NOT AN EXHAUSTIVE LIST OF ALL ACTIONS WE MAY TAKE THAT MAY LIMIT YOUR USE AND ACCESS OF THE PLATFORM.

User Warranties. Without limiting the foregoing, you represent and warrant that your use of the Platform will not (and will not allow any third party to):

In any manner:

create more than one (1) Registered User account per person;
involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
involve the uploading, posting, transmitting or otherwise making available through the Platform any content that infringes the intellectual proprietary rights of any party;
involve using the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
involve interfering with other users’ enjoyment of the Platform;
involve exploiting the Platform for any unauthorized commercial purpose;
involve modifying, adapting, translating, or reverse engineering any portion of the Platform;
involve removing any copyright, trademark, or other proprietary rights notices contained in or on the Platform or any part of it;
involve reformatting or framing any portion of the Platform;
involve displaying any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
involve using any spider, search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about our users for any unauthorized purpose;
involve accessing or using the Platform for the purpose of creating a product or service that is competitive with any of our products or services;
involve abusing, harassing, or threatening another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or
involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers.

In any manner:

involve creating user accounts by automated means or under false or fraudulent pretenses;
involve the impersonation of another person (via the use of an email address or otherwise);
involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform (including, without limitation, purchases any Key Cards);
involve acquiring Key Cards through inappropriate or illegal means (including, among other things, using a stolen credit card, a payment mechanism that you do not have the right to use, or purchasing a Key Card and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Key Card or selling, gifting or trading the Key Card to someone else);
involve the purchasing, selling, or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Platform; or
otherwise involve or result in the wrongful seizure or receipt of any Key Card or other digital assets
Each of the above listed events in this Section being a “Prohibited Activity” and together the “Prohibited Activities”.

Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Key Cards from the Platform. If we delete your Key Card’s images and descriptions from the Platform, such deletion will not affect your ownership rights in any Key Cards that you already Own, but you will not receive a refund of any amounts you paid for those Key Cards.

NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR KEY CARD’S IMAGES AND DESCRIPTIONS FROM THE PLATFORM, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) WHERE PRACTICABLE, TO IMMEDIATELY CONFISCATE ANY KEY CARDS THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.

TERMINATION

You Terminate or Transfer. You may terminate these Terms at any time by canceling your account on the Platform and discontinuing your access to and use of the Platform. If you cancel your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the Platform. Subject to Sections 5(ii) (Effect of Transfer) and 5(vi) (Effect of Termination), you may sell, assign, donate, or otherwise transfer ownership of the Key Card at any time. Except as otherwise expressly stated in this Agreement, this Agreement will cease to apply to any given person, following that person’s sale, assignment, donation, or other transfer of ownership of the Key Card. The transferor will, however, continue to be bound by the surviving provisions as stated in Section 5(vi) (Effect of Termination) below.
Effect of Transfer. Prior to selling, transferring, assigning, donating, or otherwise disposing of your ownership of a Key Card, you must provide, or cause to be provided, to any third-party intending to accept ownership rights in the Key Card, adequate notice of this Agreement, including a description of the material terms and a link to or copy of this Agreement. Doing so is a condition of any transfer of the Key Card. If you do not comply with this condition, our transfer will be null and void and grounds for immediate termination of this Agreement by us. By accepting ownership of the Key Card, the transferee shall be deemed to have accepted all of the terms and conditions of this Agreement and from that point on shall thereafter be considered “you” under this Agreement, where applicable. You also hereby acknowledge and agree that all subsequent sales, assignments, donations, or other transfers of ownership of the Key Card shall be cryptographically recorded on the blockchain supporting the Key Card and that all payments for the Key Card shall originate from the intended third-party transferee’s crypto wallet.
We Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform without the provision of prior notice. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then our termination of these Terms will be in addition to any other remedies we may have at law or in equity.

Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Platform.
Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1(vii), 1(viii), and 3 through 16 will survive the termination or expiration of these Terms for any reason.

YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, MANAGERS, REPRESENTATIVES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS, AND ASSIGNS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PLATFORM AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE; (IV) THE PLATFORM OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE PLATFORM WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFUL DEFAULT.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE BLOCKCHAIN NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; OR (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, THE BLOCKCHAIN NETWORK, OR ANY ELECTRONIC WALLET.

KEY CARDS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN A BLOCKCHAIN NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE BLOCKCHAIN NETWORK, ANY ELECTRONIC WALLET, OR ANY OTHER SOFTWARE USED IN CONJUNCTION WITH SUCH NETWORKS OR WALLETS, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID DIRECTLY TO US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE PLATFORM AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.

ASSUMPTION OF RISK

Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Key Cards and Fox Tokens, which may also be subject to significant price volatility. Each Key Card has no inherent or intrinsic value. We cannot and do not guarantee that any Key Card purchased will retain its original value, or any value at all, as the value of collectibles is inherently subjective and factors occurring outside of the Platform ecosystem may materially impact the value and desirability of any particular Key Card.
Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your Key Card-related transactions, or transactions using Fox Tokens. We are not responsible for determining the taxes that apply to your transactions on the Platform.
Use of Blockchain. The Platform does not store, send, or receive NFTs. This is because Key Cards exist only by virtue of the ownership record maintained on the Platform’s supporting blockchain in the Blockchain network. Any transfer of Key Cards occurs within the supporting blockchain in the Blockchain Network, and not on the Platform.
Inherent Risks with Internet Currency. Certain risks associated with using an Internet based digital asset are inherent, including risks arising out of or relating to hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your crypto wallet or other method of holding and transferring crypto assets. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Blockchain Network, however caused. You agree not to hold us liable or responsible for any communication failures, disruptions, errors, distortions, inaccuracies, or delays that you may experience when conducting or otherwise engaging in any transactions involving the Key Cards or Fox Tokens, regardless of how such transaction was initiated or completed.
Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain and everchanging, and new regulations or policies may materially adversely affect the development of the Key Cards, and therefore the potential utility or value of your Key Cards. Digital assets, including blockchain-based assets such as the Key Card, are subject to developing statutes, regulations, rules, orders, treaties, and other laws worldwide (collectively, “Laws”). Such Laws, and any updates or changes to them, may affect this Agreement or its terms and conditions. If any Laws cause this Agreement, any provision of it, or any terms and conditions incorporated in it by reference, to become illegal or unenforceable, we shall not be deemed in breach of this Agreement, and, at our option, we may terminate this Agreement including any rights to any Experiences offered in connection with the Key Cards or Fox Tokens.
Software Risks. Upgrades to the Blockchain Network, a hard fork in the Blockchain Network, or a change in how transactions are confirmed on the Blockchain Network may have unintended, adverse effects on all blockchains using the Blockchain Network’s NFT standard.
Our Rights and Obligations. You acknowledge and agree that we are not responsible for the website that hosts the Key Card or any blockchain or distributed ledger on which the Key Card is recorded, or for repairing, supporting, replacing, or maintaining same. You further understand and agree that the Company has no obligation to maintain any link or other connection between the Key Card and the Fox Tokens.
Crypto Assets. We does not store, send, or receive crypto assets, including tokens available on any blockchain. Any transfer of crypto assets occurs within the supporting blockchain, which We do not control. Due to rapidly changing pricing and fluctuating demand, increased regulation, and other variables, public blockchains and associated distributed ledgers can experience significant periods of network congestion, inconsistent, or slowed processing speeds, and unpredictable failures. As a result, transactions, including your sale, assignment, donation, or other transfer of ownership of the Key Cards, may be: (a) irreversible, and losses due to fraudulent or accidental transactions may occur; and (b) recorded on a public blockchain’s distributed ledger at a time later than when you or the Company initiated the transaction involving the Key Cards.
Volatility; Securities. The price and liquidity of blockchain assets, such as the Key Cards, are volatile and may be subject to large fluctuations that could materially and adversely affect the value, price, and other aspects of the Key Cards. The value of the Key Cards may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for the Key Cards, which may result in the potential for permanent and total loss of value of the Key Cards, should the market for the Key Cards disappear. The Key Cards are not intended to be a “security” under any Laws, including the Securities Act of 1933, Securities Exchange Act of 1934, or the Investment Company Act of 1940, each as amended.

INDEMNIFICATION

Indemnities. Without limiting any other provision of this Agreement, you shall indemnify, defend, and hold harmless the Company, its parents, subsidiaries and affiliates, and its and their respective officers, directors, managers, members, employees, agents, representatives, successors, and assigns (with Company, each a “Company Party”, and collectively, the “Company Parties”) from and against any and all actual or alleged demands, allegations, claims, suits, actions, or other proceedings (collectively, “Claims”) and any related orders, awards, fines, penalties, settlements, costs, expenses, damages, liabilities, judgments, or other losses, including reasonable attorneys’ fees (collectively, “Losses”), that arise out of or are related to your: (a) purchase, ownership, sale, assignment, donation, or any other transfer or use of, or interaction with, the Key Cards or your use of any Key Cards, Fox Tokens, or your redemption of any Experiences; (b) alleged or actual breach of this Agreement, including Sections 1(vii) (Third-Party Marketplaces), 3 (Ownership, License, and Ownership Restrictions), and 4 (Conditions of Use and Prohibited Activities); (c) alleged or actual violation of any applicable Laws in connection with any of your uses of or interactions with the Key Cards, Fox Tokens, or any Experiences; or (d) fraud, misconduct, or other misrepresentation in connection with the Key Card, Fox Token, or any Experiences. The above indemnities, however, do not apply to Claims or Losses arising solely from the Company’s fraud, gross negligence, or willful misconduct. You shall not settle or otherwise compromise any Claim without our prior written consent.

U.S. SANCTIONS LAWS AND REGULATIONS.

The United States maintains restrictions and prohibitions on transactions with certain countries, governments, entities, and individuals. These trade restrictions are imposed pursuant to U.S. economic sanctions regulations, which are administered by the U.S. Treasury Department, Office of Foreign Assets Control (“OFAC”). U.S. sanctions range from comprehensive (e.g., prohibiting nearly all transactions with a particular country) to selective (e.g., prohibiting certain transactions with designated entities or individuals). U.S. sanctions regulations cover the conduct of U.S. Persons, which means all persons in the United States, regardless of nationality, all U.S. citizens and lawful permanent residents, wherever located, and all companies and organizations incorporated in the United States, as well as their foreign branches. In the case of Cuba and Iran, U.S. economic sanctions extend to non-U.S. entities that are owned or controlled by U.S. persons.
U.S. economic sanctions on entities and individuals present particular compliance challenges because sanctions targets often do not reside in countries otherwise subject to sanctions. Therefore, Company reserves their right to limit access and availability of the Platform to OFAC's List of Specially Designated Nationals (“SDNs”) and Blocked Persons. The SDN List is updated regularly, and as such, Company further reserves the right to limit or restrict access to individuals in any nations currently, or in the future, on the SDN List.
Use of the Platform is permitted by domestic and foreign law, including, but not limited to, U.S. economic sanctions and embargoes regulated by the U.S. Department of the Treasury, Office of Foreign Assets Control ("U.S. Sanctions"). Neither the Company nor any person for whose conduct the Company may be held responsible is a person or entity whose property or interests in property are blocked pursuant to U.S. Sanctions. Company has at all times conducted its operations in compliance with, and not received any communication or incurred any liability with respect to any alleged, actual, or potential violation of, U.S. Sanctions. Company agrees to conduct operation of the Platform in accordance with U.S. Sanctions.
By consenting to these Terms of Service, You warrant that you are not: (i) a national of any country that currently is the subject or target of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including but not limited to, Russia, Crimea, Donetsk People’s Republic, Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria.

FORCE MAJEURE

Force Majeure Events. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”):

acts of God;
flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, OR explosion;
war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
government order, law, or action;
embargoes or blockades in effect on or after the date of this agreement;
strikes, labor stoppages, or slowdowns or other industrial disturbances;
shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and
other similar events beyond our control.

Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 11, we may thereafter terminate these Terms upon fifteen (15) days’ written notice.

CHANGES TO THE PLATFORM

We are constantly innovating the Platform to help provide the best possible experience. You acknowledge and agree that the form and nature of the Platform, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Platform at any time without notice.

CHILD SAFETY

We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the Platform.

PRIVACY POLICY

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy. Our Privacy Policy can be found at: PRIVACY POLICY LINK.

DISPUTE RESOLUTION; BINDING ARBITRATION

Arbitration and Class Action Waiver Disclaimer. BY PURCHASING OR OTHERWISE ACCEPTING OWNERSHIP OF THE KEY CARD, REDEEMING OR ATTENDING ANY EXPERIENCE, OR ACCESSING OR USING ANY OF THE FOX TOKENS, OR THE PLATFORM YOU AGREE TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY ARISING OUT OF OR RELATING TO THE PLATFORM, KEY CARDS, FOX TOKENS, OR ANY EXPERIENCE BY INDIVIDUAL BINDING ARBITRATION, AS DESCRIBED IN THIS SECTION. PLEASE READ THESE DISPUTE RESOLUTION PROVISIONS CAREFULLY, AS THEY AFFECT YOUR RIGHTS AND WILL IMPACT THE RESOLUTION OF ANY CLAIMS THAT YOU AND SELLER MAY HAVE AGAINST EACH OTHER.
Mandatory Arbitration. You hereby agree that any claim or dispute between you and the Company, whether brought by you or by us, arising out of or relating in any way to this Agreement, the Platform, Key Cards, Fox Tokens, or any Experience (including whether a valid arbitration agreement exists and whether it covers the Claim or dispute) must be resolved through final, binding arbitration, except that either you or we may: (a) assert claims in small claims court if those claims qualify under applicable law; and (b) seek equitable relief in a court of competent jurisdiction in accordance with Section 15(viii)(ix) (Equitable Relief). This arbitration obligation applies regardless of whether the claim or dispute involves a warranty, tort, fraud, misrepresentation, product liability, negligence, violation of a statute, or any other legal theory. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, scope, unconscionability, arbitrability, enforceability, or formation of this arbitration provision, including any claim that all or any part of this arbitration provision is void or voidable. There is no judge or jury in arbitration, the arbitration will be subject to different rules than the rules that would apply in court, and court review of arbitration awards is very limited. An arbitrator can award, on an individual basis, the same damages and other relief as a court (including injunctive and declaratory relief and statutory damages), and must follow this Agreement as a court would.
Class Action Waiver. All arbitrations under this Agreement shall be conducted on an individual, and not on a class-wide, basis and an arbitrator shall have no authority to certify a class or award class-wide relief. The arbitrator is authorized only to award relief on behalf of the individual parties and only to the extent of their individual claims. You acknowledge and agree that unless you or the Company otherwise agree in writing, you may not seek to, and an arbitrator or court may not, join or consolidate your claims with any other similar claims. You agree that you will not proceed in any court or arbitration proceedings as a representative of others (including in the capacity of a private attorney general), join in any court or arbitration proceedings brought by any other person, and understand that you may not be included as a member of any class that may be certified by a court or arbitrator. Your waiver of rights to bring or participate in court proceedings and as a representative or member of a class applies specifically, but is not limited to, claims brought under California’s Unfair Competition Law, False Advertising Act and its Consumer Legal Remedies Act, Ohio’s Unfair and Deceptive Trade Practices Act and any other state consumer protection Laws.
Arbitration Procedures. Before commencing any arbitration proceedings under this Agreement, a party must first send to the other a written notice of dispute (“Notice”). Your Notice must be sent to the Company athello@virtualsherpa.com. We may send Notice to you using any contact information you provided to us (if you have not provided any such information to us, then we have no obligation to provide any Notice to you). If a party’s claim is not resolved within sixty (60) days of delivery of the applicable Notice, you or we may commence arbitration proceedings in accordance with this Agreement. The arbitration will be conducted by a single, neutral arbitrator administered by JAMS, formerly known as Judicial Arbitration and Mediation Services, Inc., or its successor (“JAMS”) and conducted pursuant to the then-current Streamlined Arbitration Rules and Procedures (available at https://www.jamsadr.com/rules-streamlined-arbitration/) and, if you are an individual, in accordance with JAMS’ Consumer Arbitration Minimum Standards (available at https://www.jamsadr.com/consumer-minimum-standards/) (as applicable, the “JAMS Rules”). If the JAMS Rules conflict with any portion of this Agreement, this Agreement shall control. You and the Company shall mutually agree on a neutral arbitrator, provided that if the parties cannot agree on an arbitrator within ten (10) days, then JAMS will choose the arbitrator. The arbitration must be conducted in the State of California. You or we also may choose to have the arbitration conducted by telephone or other electronic means (e.g., video conference), based on written submissions, or in-person at another mutually agreed location.
Arbitration Awards and Costs. The arbitrator shall apply the governing law as provided in Section 15(vi) (Choice of Law), except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator shall be empowered to award the prevailing party any remedy available at law or in equity that is not otherwise specifically precluded by this Agreement, including injunctive or declaratory relief, specific performance, and damages. The arbitrator’s award will consist of a written statement stating the disposition of each Claim or dispute. The award also will provide a concise written statement of the essential findings and conclusions on which the award is based. Each party shall pay its own fees and costs of its own attorneys, experts, and witnesses incurred in connection with any arbitration or court proceeding between the parties, notwithstanding any provision awarding attorneys’ fees to a prevailing party that may be a part of any statute under which You or the Company may bring a claim or dispute. The award of the arbitrator may be entered as a judgment in any court of competent jurisdiction.
Jury Waiver. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL.
Choice of Law. This Agreement shall be governed by, and construed in accordance with, the law of the California and applicable federal law, without regard to any conflict of laws principles. To the extent that any Claim or dispute is not subject to arbitration under this Section 15, such dispute must be resolved exclusively through an action brought in the appropriate state or federal court located in California and both parties irrevocably and unconditionally consent to the jurisdiction and venue of such courts for the adjudication of any non-arbitrable claims and waive any objection to such courts on any basis, including inconvenience of the forum. The parties hereby expressly waive the right to a jury trial in connection with any such lawsuit and agree that no such lawsuit can be brought as a class action or other representative action.
Contractual Limitations Period. YOU MUST FILE A COMPLAINT WITH JAMS OR A PERMITTED COURT WITHIN ONE YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENTS OR FACTS GIVING RISE TO A CLAIM OR DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY SUCH CLAIM OR DISPUTE BASED ON SUCH EVENTS OR FACTS.
Equitable Relief. Notwithstanding any other provision in this Section 15, the parties acknowledge and agree that a breach of this Agreement, including Sections 1(vii) (Third-Party Marketplaces), 3 (Ownership, License, and Ownership Restrictions), and 4 (Conditions of Use and Prohibited Activities), may cause irreparable harm to the non-breaching party, for which an award of damages would not be adequate compensation. Accordingly, you and the Company agree that, in the event of any such breach or threatened breach, either party will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to secure or post any bond or show any actual monetary damages. These remedies are not exclusive and are instead in addition to all other remedies available under this Agreement at law or in equity.

GENERAL

Entire Agreement. These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Platform, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Platform, whether oral or written.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms and not bound by the arbitration provisions herein will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the state of California and the laws of the United States applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Venue. Subject to Section 15 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in the state and federal courts located in the State of California, and we and you irrevocably consent and attorn to the personal jurisdiction and venue there.
Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Platform. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
Assignment. You may not assign any of your rights or delegate obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Any purported assignment or delegation without such consent shall be deemed null and void. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.