Terms & Conditions - NFT MASTERMINDS

Last updated: August 22, 2022

These NFT Masterminds Terms of Service (the “Agreement”) set forth the terms and conditions pursuant to which NFT Masterminds, Inc. (“NFT Masterminds”, “we” or “us”) will provide you or the entity that you represent (“You” or “Your”)) with the right to access and use the NFT Masterminds Platform and/or other Services.

To access and use the NFT Masterminds Platform, You must click to accept this Agreement where indicated in the NFT Masterminds Platform user registration process. BY CLICKING TO ACCEPT THIS AGREEMENT, BY ELECTRONICALLY OR MANUALLY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO SUCH TERMS, CONDITIONS AND/OR NOTICES, YOU MAY NOT ACCESS OR USE ANY OF THE SERVICES.

NFT Masterminds reserves the right to revise any portion of this Agreement in its sole discretion at any time and without prior notice to You by updating this posting. Thus, You should visit this page periodically for changes. If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the Services. Your continued use of any of the Services after a change has been posted constitutes Your acceptance of the change thereafter.

1. Definitions

As used herein, each of the following terms shall have the meanings attributed to them as follows:

“Affiliate” means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Data” means all aggregate and statistical information or analyses collected by NFT Masterminds relating to Your use of the Services.

“Authorized User” means Your employees and the employees of Your subcontractors, if any, that have been assigned a unique username-password combination to access and use the Services.

“Confidential Information” means all non-public technical, business, financial and other information of a Party that is not generally known to others, including, without limitation, any technical or non-technical data, designs, methods, techniques, drawings, processes, products, inventions, improvements, methods or plans of operation, research and development, business plans and financial information of such Party. The Confidential Information of NFT Masterminds shall include, without limitation, non-public portions of the NFT Masterminds Property. Your Confidential Information shall include, without limitation, non-public portions of Your Content. Confidential Information does not include information that the receiving Party can document: (i) has entered the public domain through a source other than the receiving Party and through no fault of the receiving Party; (ii) was rightfully known to the receiving Party without a confidentiality obligation prior to the commencement of the Services; (iii) is disclosed to the receiving Party by a third party that has no confidentiality obligation; or (iv) is developed by the receiving Party independently of and without reference to any Confidential Information.

“Fees” means the NFT Masterminds fees for the Services, as set forth in each Order.

“Intellectual Property Rights” means patent rights (including patent applications and invention disclosures), design rights, copyrights, rights in database, moral rights, trademarks (including associated goodwill), service marks, trade secrets, know-how, rights in or relating to confidential information and any other intellectual property right (whether registered or unregistered) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

“NFTs” means non-fungible tokens implemented via distributed ledger technologies and other blockchain technologies the company may use.

“Order” means: (a) the subscription plan for the Services that You select during the process of registering to use the NFT Masterminds Platform, or that You later select or upgrade within Your account on the NFT Masterminds Platform; and (b) any request You provide through the NFT Masterminds Platform to obtain other Services.

“Party” means each of NFT Masterminds and You. Both NFT Masterminds and You are referred to as the “Parties”.

“Services” means: (a) the NFT Masterminds Platform and any associated services provided through or in connection with the NFT Masterminds Platform; (b) the NFT Masterminds website; (c) support and maintenance services to be provided by NFT Masterminds pursuant to Section 2.3; (d) any professional services specified in any statement of work and/or master services agreement executed between You and NFT Masterminds; and/or (e) any other services performed by NFT Masterminds under this Agreement.

“Upgrades” means any upgrades, updates, revisions, corrections, modifications improvements, bug fixes, patches, maintenance releases, versions, and enhancements to the NFT Masterminds Platform that NFT Masterminds makes generally available to its customers at no additional charge during the term of this Agreement, excluding any beta versions thereof.

“NFT Masterminds Marks” means the service mark NFT Masterminds, the NFT Masterminds logo, and any other trademarks, service marks or logos of NFT Masterminds that it authorizes You to use in connection with the Services.

“NFT Masterminds Platform” means the NFT Masterminds proprietary hosted platform that: (a) allows Authorized Users to mint and sell NFTs and create digital certificates for physical works and NFTs; and (b) provides other related services.

“NFT Masterminds Property” means: (a) the NFT Masterminds Platform; (b) the NFT Masterminds website; (c) any Confidential Information of NFT Masterminds; (d) Aggregate Data; and (e) any NFT Masterminds Marks.

“Your Content” means any data, labels, text, graphics, images, video clips, audio recordings, or other content or information that You, Your subcontractors or their respective Authorized Users upload into the NFT Masterminds Platform or otherwise make available to NFT Masterminds in connection with the Services, excluding Feedback (defined below).

“Your Property” means: (a) Your Content; and (b) Your Confidential Information.

2. Services

You may only mint NFTs by linking Your digital wallet(s), which allows You to purchase, store, and engage in transactions using blockchain cryptocurrency. Before minting an NFT, NFT Masterminds will ask You to download, and connect and unlock Your digital wallet(s) through an applicable third-party service. ALL MINTING OF NFTS INITIATED THROUGH OUR SERVICE ARE FACILITATED BY A THIRD-PARTY SERVICE, AND BY USING THE NFT Masterminds PLATFORM TO MINT NFTS, YOU AGREE THAT SUCH ACTIVITIES ARE ALSO GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR SUCH THIRD-PARTY SERVICE.

When You submit the digital photo(s) of an item and any additional documents to the NFT Masterminds Platform in connection with the certification service provided by the NFT Masterminds Platform, You will receive a certificate with a corresponding blockchain transaction record and verified by the blockchain network. The blockchain network is operated by a decentralized network of independent third parties. NFT Masterminds has no control over the blockchain network and therefore cannot and does not ensure that any transaction request You submit via the NFT Masterminds Platform will be confirmed via the blockchain network. You acknowledge and agree that the transaction requests You submit via the NFT Masterminds Platform may not be completed, or may be substantially delayed, by the network. When You complete a transaction request via the NFT Masterminds Platform, You authorize NFT Masterminds to submit the transaction request to the blockchain network in accordance with the instructions provided via the NFT Masterminds Platform. NFT Masterminds is not responsible for any errors or omissions that You make in connection with any transaction initiated via the NFT Masterminds Platform. NFT Masterminds strongly encourages You to review transaction request details carefully before completing any transaction requests via the NFT Masterminds Platform. Once a transaction request has been submitted to the blockchain network via the NFT Masterminds Platform, the blockchain network will automatically complete or reject the request and You will not be able to cancel or otherwise modify Your transaction request.

2.1 Provision of Services

NFT Masterminds shall host and provide to You the NFT Masterminds Platform and/or other Services in accordance with this Agreement and the Order. NFT Masterminds’s personnel performing the Services may be either NFT Masterminds employees or subcontractor personnel. NFT Masterminds shall be responsible for any acts or omissions of NFT Masterminds’s employees or subcontractors that cause NFT Masterminds to be in breach of this Agreement. You agree to cooperate reasonably with NFT Masterminds’s efforts to provide the Services, and NFT Masterminds will not be responsible for any delays in providing the Services to the extent caused by Your failure to cooperate or to provide any required assistance.

2.2 Your Account and Authorized Users

In the event You register for a subscription plan on the NFT Masterminds Platform, NFT Masterminds will establish in the NFT Masterminds Platform any necessary accounts for the number of Authorized Users specified in the Order. For the avoidance of doubt, login credentials will be associated with named Authorized Users, and You shall not: (a) exceed the total number of Authorized Users purchased in the Order; or (b) allow Your employees or subcontractors to share account credentials to circumvent the limit on the number of Authorized Users purchased in the Order. In the event You desire to transfer an Authorized User login to a new employee or subcontractor, NFT Masterminds will assist You with such transfer. Authorized Users of the NFT Masterminds Platform will have the ability to use the NFT Masterminds Platform to upload Your Content, mint certified NFTs, sell NFTs, create professional digital certificates for physical works and NFTs, manage Your account, and otherwise use the functionalities described in the user documentation that NFT Masterminds makes available to You. You agree to provide and maintain accurate, current and complete Account information about Yourself, and keep Your account information confidential and not to share it with any third party other than Authorized Users. You are fully responsible for all activities that occur under Your account and for maintaining up-to-date and accurate information (including without limitation valid contact information) with respect to Your account. By creating an account, You consent to receive electronic communications from NFT Masterminds (e.g., via email or by posting notices to the Service). These communications may include notices about Your account and are part of Your relationship with us. You agree that any notices, agreements, disclosures or other communications that NFT Masterminds sends to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. NFT Masterminds may also send You promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information NFT Masterminds thinks will be of interest to You. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

2.3 NFT Masterminds Support and NFT Masterminds Platform Upgrades

NFT Masterminds will use commercially reasonable efforts to keep the NFT Masterminds Platform operational on a continuous basis during the term of this Agreement, exclusive of downtime necessary for scheduled and emergency maintenance. NFT Masterminds shall provide support to You during the hours of 9 a.m. to 5 p.m. GMT, Monday through Friday (excluding national holidays), for all technical support issues relating to the NFT Masterminds Platform. At NFT Masterminds’s sole discretion, NFT Masterminds shall make Upgrades available to You when generally available and at no additional charge. For the avoidance of doubt, NFT Masterminds reserves the right to offer certain enhancements and optional services for the NFT Masterminds Platform for an additional charge, in NFT Masterminds’s sole discretion.

2.4 Third-Party Services

You understand and agree that some of the Services interoperate with, or require Your use of, certain third-party products, services, platforms and websites that are not operated or controlled by NFT Masterminds (“Third-Party Services”). In the event that You use or interact with Third-Party Services, You will be subject to the terms of service, privacy and data collection practices of the providers of such Third-Party Services. Third-Party Services may include software components provided by a third party that are subject to separate license terms, in which case those license terms will govern such software components. NFT Masterminds has no liability or responsibility for any Third-Party Services, including without limitation for the safety, quality, accuracy, reliability, integrity or legality of any privacy practices, products or services of any Third-Party Services. Your use of all Third-Party Services is solely at Your own risk.

3. Licenses

3.1 Licenses to NFT Masterminds Platform and NFT Masterminds Marks

Subject to the terms and conditions of this Agreement, if You subscribe to use the NFT Masterminds Platform, NFT Masterminds hereby grants to You a non-exclusive, non-sublicensable (except as expressly permitted under this Agreement), non-transferable (except as expressly permitted under this Agreement) revocable license, during the subscription period You selected, to access and use the NFT Masterminds Platform and user documentation for the purposes described in Section 2.2, and to use the NFT Masterminds Marks solely as authorized by NFT Masterminds in connection with the Services.

You may permit Authorized Users to exercise the foregoing rights, provided that:

(i) any Authorized Users who are subcontractors shall only exercise such rights in the course of performing services for You; and (ii) You shall ensure that all Authorized Users comply with this Agreement and You will be liable for any breach of this Agreement caused by any Authorized Users.

3.2 Restrictions on Use of NFT Masterminds Property

You will not attempt to interfere with or disrupt any of the NFT Masterminds Property.

Except as expressly authorized under the Agreement, You shall not:

(a) reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the NFT Masterminds Platform or other NFT Masterminds Property, or use the NFT Masterminds Platform for the purpose of creating a competing service; (b) copy, modify, transfer or distribute any portion of the NFT Masterminds Platform or other NFT Masterminds Property; (c) rent, lease, or provide access to the NFT Masterminds Platform or other NFT Masterminds Property to any third party; (d) violate any usage limitations set forth in the Order; or (e) use the Services for any illegal purpose.

You will use the NFT Masterminds Property solely for authorized and legal purposes and will not use the NFT Masterminds Property to violate any applicable laws or regulations.

In the event that NFT Masterminds becomes aware that You are improperly using any of NFT Masterminds’s Marks, You shall promptly modify or cease such use as directed by NFT Masterminds.

You shall not register any combination mark or domain name that incorporates any of NFT Masterminds’s Marks without the prior written consent of NFT Masterminds.

3.3 License to Your Content

Subject to the terms and conditions of this Agreement, You hereby grant NFT Masterminds an irrevocable, perpetual, non-exclusive, royalty-free, non-transferable (except as expressly permitted under this Agreement), non-sublicensable (except as expressly permitted under this Agreement), worldwide license to reproduce, store, display and use any of Your Content (including without limitation any trademarks, logos, header data or metadata included in Your Content) and the name of any creator(s) associated with Your Content:

(a) to provide the Services to You; (b) for other commercial purposes such as promoting, marketing, developing and improving NFT Masterminds’s products and services, testing and troubleshooting; and (c) to conduct sales and marketing to You.

NFT Masterminds will have the right to permit its subcontractors to exercise the foregoing rights, provided that NFT Masterminds will be responsible for any breach of this Agreement caused by any such subcontractors.

NFT Masterminds will also have the right to permit third-party sublicensees to exercise the rights granted in subsection (b), provided that such data is aggregated with data of other NFT Masterminds customers and does not identify You as the owner of such data.

4. Proprietary Rights

4.1 NFT Masterminds Property

Except for the limited license granted herein, all right, title, and interest in and to any NFT Masterminds Property, including without limitation any Intellectual Property Rights therein, but excluding any of Your Property, are and will remain the exclusive property of NFT Masterminds and its licensors. Any goodwill arising from the use of NFT Masterminds’s Marks by You shall inure solely to the benefit of NFT Masterminds. NFT Masterminds reserves all rights in and to all the NFT Masterminds Property and nothing contained in this Agreement shall be construed as conveying any right or license in such NFT Masterminds Property, by implication, estoppel, or otherwise.

4.2 Use of Aggregate Data

You understand and agree that NFT Masterminds owns the Aggregate Data generated and will have the right to use such data for promoting, marketing, developing and improving NFT Masterminds’s products and services, conducting sales and marketing to You and for other commercial purposes in its sole discretion; provided, however, that NFT Masterminds shall only share Aggregate Data with third parties if such data is anonymized and aggregated with data of other NFT Masterminds customers.

4.3 Feedback

You are not required to provide any ideas, suggestions or feedback regarding the Services (“Feedback”) to NFT Masterminds. However, in the event You do provide Feedback to NFT Masterminds, You hereby irrevocably assign to NFT Masterminds all right, title and interest in and to any such Feedback, which NFT Masterminds will have the right to use in its sole discretion. You will not be entitled to any compensation for the foregoing assignment of Feedback, and NFT Masterminds has no obligation to keep any Feedback confidential. At NFT Masterminds’s request and expense, You will execute documents and take such further acts as NFT Masterminds may reasonably request to assist NFT Masterminds to acquire, perfect, and maintain its Intellectual Property Rights and other legal protections for the Feedback. The preceding does not apply for any portion of Feedback consisting of personal data, which NFT Masterminds will treat in accordance with its Privacy Policy.

4.4 Third-Party Property

NFT Masterminds may use certain content of third-party licensors to provide the Services. Any such content remains the property of such third parties. Any third-party trademarks, service marks and logos displayed in the Services are the trademarks of their respective owners.

4.5 Your Property

Except for the licenses granted herein, all right, title, and interest in and to any of Your Property, including without limitation any Intellectual Property Rights therein, are and will remain the exclusive property of You and Your licensors.

4.6 Responsibility for Your Content; Content of Other Users and Customers

You are responsible for all of Your Content, including for the accuracy, legality and integrity of such content, and You shall obtain in advance all consents, approvals, licenses, and permissions necessary to upload Your Content to the Services. You shall not upload to the Services, or permit any third party to upload, any content that violates third-party privacy, publicity, or intellectual property rights; violates applicable laws, regulations or industry standards; or contains hate speech or material that is violent, obscene, pornographic, abusive, defamatory, offensive, or otherwise not reasonably related to the Services. Without limiting any of NFT Masterminds’s other rights and remedies, NFT Masterminds shall have the right (but not the obligation) in its sole discretion to remove from the Services any such content that violates this Agreement or any of NFT Masterminds’s policies and procedures, or is otherwise objectionable. YOU SHALL NOT CAUSE TO BE UPLOADED TO THE SERVICES ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL SUCH NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS. NFT Masterminds does not endorse or make any representations or warranties of any kind with respect to any content provided by other customers or users and/or any statements, ideas, advice or opinions communicated on, or in connection with our Services (whether online, offline, orally, in writing or otherwise) by any other customer or user, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of or reliance on any such content and/or any such statements, ideas, advice or opinions is solely at Your own risk.

4.7 Infringing Content

NFT Masterminds respects the Intellectual Property Rights of others and expect users of the Services to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), NFT Masterminds will respond to notices of claimed copyright infringement that are properly provided to our designated copyright agent (“Copyright Agent”), whose contact information is listed below. NFT Masterminds reserves the right to remove or disable access to any content on our Services claimed to be infringing, at any time at our sole discretion, without notice or liability. In appropriate circumstances, NFT Masterminds will also terminate users and account holders who are repeat infringers. If You believe that content on our Services has been used in a way that constitutes copyright infringement, please provide our Copyright Agent with a written notice containing all of the following information (“DMCA Notice“):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification of the content that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate such content on our Services;
Information reasonably sufficient to permit us to contact You, such as an address, telephone number, and, if available, an email address;
a statement that You have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in Your notice is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If You are the provider of content that was removed (or to which access was disabled) and You believe that such content is not infringing, or that the use of such content is authorized by the copyright owner, the copyright owner’s agent, or the law, You may provide our Copyright Agent with a written counter-notice containing all of the following information (“Counter-Notice“):

Your physical or electronic signature;
identification of the content that was removed or to which access was disabled, and the location at which such content appeared on our Services before it was removed or access to it was disabled;
a statement under penalty of perjury that You have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content; and
Your name, address, and telephone number, and a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located, or, if Your address is outside the United States, the judicial district for which NFT Masterminds is located or in some cases of applicable law the U.S. Southern District of California, and that You will accept service of process from the person who provided the notice of claimed infringement or an agent of such person.
NFT Masterminds’s Copyright Agent designated to receive DMCA Notices and Counter-Notices may be contacted as follows:
By postal mail: NFT Masterminds, Inc., Attn: 450 S Orange Ave, 3rd Floor, Orlando, FL 32801
By email: hello@nftmasterminds.com

You acknowledge that Your DMCA Notice or Counter-Notice may not be valid if it is not addressed to NFT Masterminds’s Copyright Agent or it does not provide substantially all of the information specified above. To help NFT Masterminds receive Your DMCA Notice or Counter-Notice in a timely manner, please send it by email if possible. If You provide NFT Masterminds with a DMCA Notice, You agree that NFT Masterminds may send a copy of it (including Your name and contact information) to the provider of the disputed content. Please note that the procedure described above in this section is intended to comply with NFT Masterminds’s rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but does not constitute legal advice. Under federal law, if You knowingly misrepresent that online material is infringing, You may be subject to criminal liability for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees. If You are not sure whether You are (or are authorized to act on behalf of) the owner of an exclusive right in any disputed content, You may wish to consult an attorney about Your rights and obligations under the DMCA and any other applicable laws. While NFT Masterminds cannot offer You legal advice, more information about the DMCA is available at the U.S. Copyright Office website.

5. Payment Obligations

5.1 Fees and Payment

You shall pay NFT Masterminds the Fees applicable to the Services You select. In the event of early termination of this Agreement, You will pay any Fees then accrued and payable for Services performed through the effective date of termination. Except as otherwise expressly provided in this Agreement, all Fees are non-refundable. Except as otherwise provided in the Order, all amounts billed to You shall be expressed in, and You shall make all payments in, United States dollars. You shall pay all amounts due without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). NFT Masterminds may, at its option, apply money received from You against any money then due to You. You and NFT Masterminds shall use good faith efforts to resolve any disputed Fees.

5.2 Taxes

You shall bear all local, state and federal sales, use, gross receipts, excise, import or export, value added or similar taxes, duties, fees, assessments or levies (“Taxes”), if any, legally imposed in connection with the Fees paid hereunder. NFT Masterminds shall separately state on each Order, and You shall pay, any Taxes; provided, however, that You shall not be responsible for taxes on NFT Masterminds’s net income, profits, business assets, or ad valorem personal property.

5.3 Remedies for Non-Payment

In addition to any other remedies available to NFT Masterminds, in the event that You fail to pay any Fees when due: (a) NFT Masterminds will have the right to immediately suspend or block Your access to the Services until full payment of such amounts is received; and (b) You shall pay a late charge equal to the lesser of 1.5% per month (pro-rated if necessary) or the maximum amount permitted under applicable law, on any past due balance, and such charge shall accrue beginning on the day after such amount is due.

6. Confidentiality, Data Security and Data Privacy

6.1 Confidentiality

The Party receiving Confidential Information agrees: (i) to hold and maintain in strict confidence the Confidential Information and not to disclose it to any third party other than its employees and subcontractors who have a need to know and have executed confidentiality agreements with the receiving Party no less protective of the Confidential Information than this Section; (ii) to protect the Confidential Information from disclosure with the same degree of care it uses to protect its own proprietary information similar in nature, but in no event less than a reasonable degree of care; (iii) not to use any Confidential Information for any purpose other performing its obligation or exercising its rights under this Agreement; (iv) to return or destroy Confidential Information promptly upon the disclosing Party’s written request. For clarity, nothing in this Section 6 will restrict or limit NFT Masterminds’s rights to use Your Content as provided in Section 3.3. Either Party may disclose Confidential Information in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order; provided, however, that the receiving Party agrees to immediately inform the disclosing Party in writing of the existence, terms, and circumstances surrounding the request or order. The receiving Party acknowledges that the unauthorized disclosure or use of such Confidential Information may cause irreparable harm to the disclosing Party, which harm cannot be compensated by damages alone. Therefore, in addition to all other rights and remedies at law and in equity, the disclosing Party may seek an injunction to prevent a violation of the obligations of confidentiality.

6.2 Data Security and Privacy

NFT Masterminds shall use commercially reasonable efforts to maintain a data security program that includes physical, technical, and managerial procedures that are up-to-date and generally accepted in NFT Masterminds’s industry that are designed to prevent unauthorized use or disclosure of Your Property stored in the Services. NFT Masterminds will have the right to suspend Your access to the Services on an emergency basis: (a) in the event that NFT Masterminds detects any actual or apparent theft, unauthorized access or use of the Services, or other malicious activity by You or any third party; and/or (b) to maintain data integrity within the Services. The parties shall each comply with all applicable privacy laws and regulations relating to the protection of personal data. You hereby consent to NFT Masterminds’s use of any personal information that You provide to the NFT Masterminds Platform: (i) for the purpose of providing the Services to You; (ii) to conduct sales and marketing to You; and (iii) in any additional manner described in the NFT Masterminds Privacy Policy governing the Services. Please refer to the NFT Masterminds Privacy Policy for information about how we collect, use and share personal information about You.

7. Representations And Warranties; Disclaimer

7.1 Representations and Warranties

Each Party represents and warrants as of the Effective Date and at all times throughout the term of this Agreement: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement by such Party and performance of its obligations hereunder comply with all applicable laws, rules and regulations (including privacy, export control and obscenity laws); (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms; and (d) neither the execution nor performance of this Agreement will violate any agreement to which it is a party or by which it is otherwise bound. You further represent and warrant to NFT Masterminds throughout the term of this Agreement that: (i) You have all consents, approvals, licenses, and permissions necessary for You to perform all of Your obligations under this Agreement, to provide Your Content to the Services and otherwise use the Services, and to grant the licenses You have granted herein, including without limitation all necessary permissions to display any signature(s), image(s) of Artwork, logo(s) and other content in certificates of authenticity; (ii) You have verified the authenticity of all of Your Content for which You generate or maintain certificates of authenticity or mint NFTs; and (iii) Your Content does not violate any applicable laws, including without limitation any privacy laws, and does not infringe or misappropriate any Intellectual Property Right, publicity or privacy right or other proprietary right of any third party.

7.2 Disclaimers

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ITEMS OR SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND EACH PARTY HEREBY DISCLAIMS THE SAME. NFT Masterminds DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR DOCUMENTATION WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE OR RELIABLE, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE SERVICES OR DOCUMENTATION WILL BE CORRECTED. WHILE NFT Masterminds ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, NFT Masterminds CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NFT Masterminds CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD NFT Masterminds RESPONSIBLE FOR ANY BREACH OF SECURITY.

NFT Masterminds PROVIDES AN ONLINE PLATFORM AND IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE NFT Masterminds PLATFORM IS AN ADMINISTRATIVE PLATFORM ONLY. NFT Masterminds IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF NFTS OR BETWEEN ANY USERS. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF NFTS YOU MINT OR CERTIFY. NFT Masterminds IS NOT RESPONSIBLE FOR LOSSES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF NFTS.

NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN NETWORK. NFT Masterminds DO NOT GUARANTEE THAT NFT Masterminds OR ANY PROVIDER OF THIRD-PARTY SERVICES CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. Indemnification

8.1 NFT Masterminds Indemnification

NFT Masterminds, at its own expense, will indemnify, defend and hold harmless You, Your Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the “Your Indemnitees”) from and against any claim, demand, action, class action, investigation or other proceeding (“Claims”), including but not limited to all damages, losses, liabilities, penalties, fines, judgments, costs and expenses (including attorneys’ fees) arising therefrom (“Losses”), brought by any third party against any of Your Indemnitees to the extent that such Claim is based on, or arises out of: (a) any third-party allegation that the Services (excluding any Third-Party Services and any of Your Content hosted therein), when used by You in accordance with this Agreement, violate applicable law or infringe or violate the Intellectual Property Rights of any third party; or (b) the fraud, gross negligence or willful misconduct of NFT Masterminds or its employees or subcontractors.

8.2 Additional Obligations of NFT

Masterminds

In addition to the indemnification obligations of NFT Masterminds set forth in Section 8.1 above, in the event the use of any Service is, or NFT Masterminds believes is likely to be, alleged or held to infringe any Intellectual Property Right, NFT Masterminds may at its sole option and expense: (a) replace or modify the Service so it is non-infringing (provided, that the replaced or modified Service is substantially equivalent); (b) obtain for You a license to continue using the Service in accordance with this Agreement; or (c) terminate the applicable Order and refund to You the pro-rata amount of any unused Fees prepaid by You under such Order. YOU AGREE, AS A MATERIAL TERM OF THE AGREEMENT, THAT SECTION 8.1 AND THIS SECTION 8.2 SET FORTH YOUR EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT OF ANY OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS BY ANY PORTION OF THE NFT Masterminds PROPERTY AND THAT NFT Masterminds SHALL HAVE NO INFRINGEMENT LIABILITY TO YOU EXCEPT AS PROVIDED IN THIS SECTION.

8.3 Your Indemnification

You, at Your own expense, will indemnify, defend and hold harmless NFT Masterminds, its Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the “NFT Masterminds Indemnitees”) from and against any Claim, including but not limited to any Losses arising therefrom, brought by any third party against any NFT Masterminds Indemnitee to the extent that such Claim is based on, or arises out of: (a) the conduct of Your business, including any dispute with any creator of Your Content or any of Your customers; (b) Your Content; (c) any Feedback that You provide; (d) any breach or purported breach of Your obligations, representations and/or warranties under this Agreement or any contract with any provider of Third-Party Services under which You are bound; or (e) the fraud, gross negligence or willful misconduct of You, Authorized Users or Your employees or subcontractors.

8.4 Indemnification Procedures

The obligations of each Party (the “Indemnitor”) under this Agreement to defend, indemnify and hold harmless the other Party and its Affiliates, and their respective directors, officers, employees, representatives and agents (each, an “Indemnitee”) shall be subject to the following: (a) the Indemnitee shall provide the Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve the Indemnitor of its obligation to defend, indemnify and hold the Indemnitee harmless to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) the Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; provided, however, that the Indemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such claim or unless the Indemnitee consents to such settlement in writing (which consent shall not be unreasonably withheld); and (c) the Indemnitee shall cooperate with the Indemnitor in the defense or settlement of any such claim or suit; provided, however, that the Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by the Indemnitor. Subject to clause (b) above, the Indemnitee may participate in the defense of any claim or suit in which the Indemnitee is involved at its own expense.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NFT Masterminds, NOR ITS AFFILIATES OR LICENSORS SHALL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES OR DAMAGES FOR LOSS OF USE OR LOSS OF DATA. IN NO EVENT SHALL THE TOTAL LIABILITY OF NFT Masterminds, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE GREATER OF: (A) US$100; OR (B) TOTAL FEES PAID OR PAYABLE TO NFT Masterminds HEREUNDER THE RELEVANT ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

NFT Masterminds WILL NOT BE LIABLE, WITHOUT LIMITATION, FOR ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM (A) DATA BEING “BRUTEFORCED”, (B) SERVER FAILURE OR DATA LOSS, (C) FORGOTTEN PASSWORDS, (D) CORRUPTED FILES, (E) INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED ADDRESSES, OR (F) “PHISHING”, VIRUSES, THIRD-PARTY ATTACKS OR ANY OTHER UNAUTHORIZED THIRD-PARTY ACTIVITIES.

THE FOREGOING EXCLUSIONS OF LIABILITY AND/OR LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF NFT Masterminds FOR (A) DEATH OR PERSONAL INJURY CAUSED BY NFT Masterminds’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY NFT Masterminds’S FRAUD OR FRAUDULENT MISREPRESENTATION. Some jurisdictions do not allow the exclusion or limitation of certain liabilities, so some of the above limitations or exclusions may not apply to You.

10. Term and Termination

10.1 Term

This Agreement shall become effective on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall continue in full force and effect for the subscription and/or service period set forth in each Order.

10.2 Termination for Breach; Suspension

Either Party may terminate this Agreement by written notice to the other Party if the other Party commits a material breach of this Agreement and such breach remains uncured for thirty (30) days following written notice of breach by the terminating Party; provided, however, that NFT Masterminds may immediately terminate the Agreement without refund, upon written notice to You, in the event that: (a) You violate Section 3.2; or (b) You fail to pay any amount owed under an Order within ten (10) days after the due date. In addition, NFT Masterminds will have the right, without notice to You, to suspend Your access to the Services if You breach this Agreement or otherwise engage in any activity that threatens the security or operation the Services.

10.3 Effect of Expiration or Termination; Survival

Upon the expiration or termination of this Agreement for any reason: (a) You will immediately cease all access to and use of the Services; (b) all licenses granted hereunder will immediately terminate (except for any license expressly stated to be perpetual) and NFT Masterminds will immediately cease providing Services to You; (c) You shall, within thirty (30) days of expiration or termination, pay to NFT Masterminds all outstanding accrued and payable amounts owed by You to NFT Masterminds under this Agreement; and (d) Sections 1, 3.2, 3.3, 4, 5.3, 6, 7.2, 8, 9, 10.3 and 11 shall survive. Neither Party will be liable for exercising any termination right in accordance with this Agreement. Except as expressly provided, expiration or termination of this Agreement shall not release either Party from any liability or obligation that had already accrued as of the effective date of expiration or termination, and the expiration or termination shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages, injunctive relief, or otherwise, which a Party may have hereunder at law, in equity or otherwise or which may arise out of or in connection with such termination.

11. Miscellaneous

11.1 Notice to United States Government End Users

If You are the U.S. Government or if You are a contractor or subcontractor (at any tier) of the U.S. Government and are accessing the Services for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, You acknowledge that by using the Services and all associated software and technology of NFT Masterminds qualify as commercial computer software and that any associated documentation qualifies as commercial computer software documentation within the meaning of the applicable acquisition regulations. The terms and conditions of this Agreement are fully applicable to the Government’s use of the Services and associated software and documentation, and shall supersede any conflicting terms or conditions, unless otherwise prohibited by federal law or regulation.

11.2 Compliance with Law

You represent and warrant that: (a) You are not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. Government embargo (currently, Crimea, Cuba, Iran, North Korea, Syria and Venezuela); and (b) You are not on or, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted. You shall not export, re-export, import, or transfer any good, service or other item that You received from NFT Masterminds or Your right to access the Services in violation of U.S. law or in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and You shall not assist or facilitate others in doing any of the foregoing. You acknowledge that it is Your responsibility to comply with any and all applicable export and import and economic sanctions laws.

11.3 Force Majeure

NFT Masterminds shall not be liable to You for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by any cause beyond NFT Masterminds’s reasonable control.

11.4 Assignment

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, without securing such prior consent, either Party shall have the right to assign this Agreement and the obligations hereunder to any Affiliate or to any successor of such Party by way of merger, consolidation, reorganization or in connection with the acquisition of at least a majority of the business and assets of the assigning Party relating to the Agreement. This Agreement shall be binding on, and shall inure to the benefit of, the authorized successors and assigns of the Parties. Any attempt to assign other than in accordance with this provision shall be null and void.

11.5 Notice

Any notice required or permitted to be given by NFT Masterminds under this Agreement shall be in writing and shall be delivered to the email address You provided in connection with ordering any Services, by means of a service notice within Your account, or via registered mail return receipt requested or an internationally recognized courier addressed to the address You provided in connection with ordering any Services. Any notice required or permitted to be given by You under this Agreement must be sent to NFT Masterminds via registered mail return receipt requested or an internationally recognized courier to NFT Masterminds, Inc., 450 S Orange Ave, 3rd Floor, Orlando, FL 32801, USA. Any such notice will be deemed to have been given when sent.

11.6 Independent Contractors

The Parties acknowledge that the relationship of You and NFT Masterminds is that of independent contractors and that nothing contained in this Agreement shall be construed to place You and NFT Masterminds in the relationship of principal and agent, master and servant, partners or joint venturers.

11.7 Dispute Resolution

If any dispute arises under this Agreement, each Party shall submit the dispute for resolution by a level of employee or officer with decision-making authority. If the dispute cannot be resolved in thirty (30) days, either Party may pursue all available remedies at law or in equity.

11.8 Arbitration Agreement

a. Upon receipt of written notice of a Dispute (defined below) from the other Party, an executive of each Party shall (in good faith and confidentially) meet and attempt to resolve the Dispute within thirty (30) days. If the Dispute is not resolved during such time period, then an executive of each Party shall (in good faith and confidentially) meet and attempt to resolve the Dispute through non-binding confidential mediation with a mutually agreed upon mediator within thirty (30) additional days. If the Dispute is not resolved within such time period, the Dispute shall be resolved per the confidential arbitration terms below.

b. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING REGARDING THE SCOPE, APPLICABILITY, OR ENFORCEABILITY OF THIS ARBITRATION AGREEMENT), OR ANY OTHER DISPUTE, CLAIM, OR CONTROVERSY BETWEEN THE PARTIES (EACH, A “DISPUTE”), SHALL BE DETERMINED EXCLUSIVELY BY NEUTRAL, FINAL, BINDING AND CONFIDENTIAL ARBITRATION, UNDER THE U.S. FEDERAL ARBITRATION ACT. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE.

c. The arbitration shall be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) before a single arbitrator in Los Angeles County, California and shall be initiated and conducted according to the JAMS Rules (to the extent not inconsistent with the terms of this Arbitration Agreement). Each of the Parties shall maintain the confidential nature of any such arbitration and shall not (without the prior written consent of the other Party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. Discovery shall be limited to an exchange of relevant documents, unless the arbitrator determines that additional discovery is necessary, consistent with the expedited nature of arbitration. The arbitrator shall issue a written statement setting forth the award, which shall be final and binding, and the basis therefore. The arbitrator shall have the power to award any type of relief that would be available in a court of competent jurisdiction.

d. EACH PARTY AGREES THAT IT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

e. Notwithstanding anything to the contrary, either Party may seek remedies outside of informal dispute resolution, mediation, and arbitration for: (i) claims that qualify for small claims court; (ii) provisional or preliminary injunctive or other equitable relief; or (iii) trademark and other intellectual property claims. Any Dispute that is not subject to arbitration (e.g., if arbitration is deemed unenforceable or inapplicable) shall be, and any judgement on any arbitration award may be, brought in the U.S. District Court for the Southern District of California or a state court located in Los Angeles County, California and the parties hereby consent to the exclusive personal jurisdiction and venue of such courts.

f. This Agreement and any Disputes will be governed, controlled, and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Notwithstanding the foregoing, to the extent such laws are inconsistent with the Federal Arbitration Act, the Federal Arbitration Act will govern.

11.9 Entire Agreement

This Agreement, together with any Orders, embodies the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof. For avoidance of doubt, the Parties agree that no terms in any form purchase order or other document that either Party may deliver, or imposed by any governmental acquisition regulation, whether or not signed by the other Party, shall be deemed to modify or amend the terms of this Agreement and any such additional or inconsistent terms shall automatically be deemed unacceptable to and rejected by both Parties, and, as such, null and void and of no force and effect.

11.10 Amendment; Waiver

Except as otherwise provided in the introductory section of this Agreement, no amendment of any provision of this Agreement shall be effective unless set forth in a writing signed by a representative of You and NFT Masterminds, and then only to the extent specifically set forth therein. No course of dealing on the part of either Party, nor any failure or delay by either Party with respect to exercising any of its rights, powers or privileges under this Agreement or law shall operate as a waiver thereof. No waiver by either Party of any condition or the breach of any provision of this Agreement in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or provision.

11.11 Severability

If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable, it is the intention of the Parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision.

11.12 Customer List

Unless You notify NFT Masterminds in writing that You do not wish for NFT Masterminds to list Your name and logo, NFT Masterminds will have the right to include, on its website and sales collateral, Your name and Your logo (if any) in lists that identify customers of the Services.

11.13 Headings

The headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.