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Welcome HEARTS4 THE ENAMELS! These Terms and Conditions ("T&C") are a legally binding agreement between NFT Marketplaces, the user, and Hearts4 Inc., the owners of this website. By accessing or using our website, you agree to comply with these T&C.

A LEGAL DISCLAIMER

TERMS & CONDITIONS

TERMS & CONDITIONS FOR NFTS PURCHASED AS PART OF HEARTS4's THE ENAMELS NFT COLLECTION OFFERING

 

Rights:

These terms and conditions establish a legally binding agreement (the "Agreement") between you (also referred to herein as "You", "Your" or "User") and Hearts4 ("Hearts4", "we" or "us"), governing your purchase of NFTs as part of the Hearts4 NFT Collection Offering (the "Offering"). BY PARTICIPATING IN THIS OFFERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN AND ALL OF THE TERMS OF SERVICE INCLUDED AS PART OF HEARTS4, INC D/B/A OPENSEA https://opensea.io/tos (the "OpenSea Terms of Service"). If you do not agree to the terms of this Agreement, as well as the OpenSea Terms of Service, you may not participate in the Offering.

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND HEARTS4 CAN BE BROUGHT (SEE SECTION 12 BELOW). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST HEARTS4 OR HEARTS4 PARTIES TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

By entering into this Agreement and/or by participating in the Hearts4 NFT Offering, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 12) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE OFFERING.

  • Definitions: "Art" means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights. "Equivalent" means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction. "Name and Likeness" means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual properties of Hearts4 or Hearts4 Parties. "NFT" means any blockchain-tracked, non-fungible token. "Licensed Rights" with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. "Licensed NFT" means an NFT from Hearts4. "Hearts4 Parties" means Hearts4 and each of their parents, subsidiary and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, licensees, licensors, and employees. "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: You acknowledge and agree that Hearts4 or Hearts4 Parties (or, as applicable, its licensors) owns all legal right, title, and interest in and to the Art and Name and Likeness, and all intellectual property rights therein. The rights that You have in and to the Licensed NFT and Art are limited to those expressly stated in Section 3 of this Agreement. Hearts4 and Hearts4 Parties and its licensors reserve all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Section 3 of this Agreement. All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.

  • Rights:

(a) Your Licensed Rights. You acknowledge and agree that the Licensed NFTs are provided solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement (and the OpenSea Terms of Service), Hearts4 grants you a worldwide, non-exclusive, non-transferable (except as specifically provided below in section 3 (b), royalty-free license to showcase the Art for your Licensed NFTs exclusively for your personal, non-commercial use.

(b) Permissible Transfers of Your Licensed NFT. You have the limited right to transfer the Licensed NFT, provided that (i) the transferee accepts all of the terms of this Agreement and all of the terms of the OpenSea Terms of Service; (ii) Hearts4 is entitled to ten percent (10%) of the gross amounts paid by such party relating to the Licensed NFT, including but not limited to any transfer price and any other related compensation (e.g., (1) if the transfer price is the Equivalent of $100,000 then Hearts4 will be entitled to the Equivalent of $10,000 or (2) if the transfer price is Equivalent to $100,000 and an additional $50,000 is paid as related use fee then Hearts4 would be entitled to $15,000) and such payment shall be paid on the same terms and at the same time as you are paid; (iii) You have not prior to the transfer breached this Agreement or the OpenSea Terms of Service; (iv) prior to the transfer your license to the Licensed NFT has not been terminated; and (v) the party purchasing the Licensed NFT provides Hearts4 with a valid e-mail address. You acknowledge and agree that the foregoing amounts payable to Hearts4 under Section 3(b)(ii) hereof do not include, and are not intended to cover, any additional fees imposed or required by the platform through which You are transferring the Licensed NFT.

  • Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Hearts4 in each case: (i) modify the Licensed NFT, Name and Likeness and/or Art for your Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Licensed NFT, Name and Likeness and/or Art for your Licensed NFTs to advertise, market, or sell any product or service; (iii) use the Licensed NFT, Name and Likeness and/or Art from your Licensed NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (iv) use the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs in movies, videos, or any other forms of media, except solely for Your own personal, non-commercial use; (v) 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 Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; or (vii) otherwise utilize the Art from your Licensed NFTs for Your or any third party’s commercial benefit. To the extent that the Licensed NFT, Name and Likeness and/or Art associated with Your Licensed NFTs contains Third Party IP You understand and agree as follows: (i) that You will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, Hearts4 may need to pass through additional terms and/or restrictions on Your ability to use the Art; and (iii) to the extent that Hearts4 informs You of such additional restrictions in writing (email is permissible), You will be responsible for complying with all such restrictions from the date that You receive the notice, and that failure to do so will be deemed a breach of this Agreement.

  • Termination of the License. The Licensed Rights granted to You hereunder shall automatically terminate, and all rights shall revert to Hearts4 if: (i) You sell, trade, donate, give away, transfer, or otherwise dispose of Your Licensed NFT for any reason, except as specifically provided in section 3 of this Agreement; (ii) the email address provided to Hearts4 is no longer valid; (iii) You breach any of the Agreement and conditions and/or the terms of service of Hearts4 Inc. d/b/a OpenSea, available at https://opensea.io/tos; (iv) You have a trustee, receiver, or similar party appointed for Your property, become insolvent, acknowledge Your insolvency in any manner, make an assignment for the benefit of Your creditors, or file a bankruptcy petition; (v) You engage in any unlawful business practice related to the Licensed NFT; (vi) You initiate any legal actions, except arbitration as specifically provided herein, against any of the Hearts4 Parties, their parent, subsidiary, and affiliate companies, and their respective officers, directors, members, affiliates, agents, attorneys, and employees; or (vii) You disparage any of the Hearts4 Parties or any parties related to them.

  • DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY. ALL LICENSED NFTs ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HEARTS4 PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL HEARTS4 PARTIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, INCLUDING BUT NOT LIMITED TO THE LICENSED NFT, THE OFFERING, THE AUCTION, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE OFFERING OR THE AUCTION, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, METAMASK WALLET, AND/OR HEARTS4 INC. D/B/A OPENSEA. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEARTS4 PARTIES’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO HEARTS4 FOR THE APPLICABLE LICENSED NFT. 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 GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. PLEASE BE AWARE THAT THIS LIMITATION OF LIABILITY PROVISION APPLIES TO NEW JERSEY RESIDENTS (AND RESIDENTS OF ANY OTHER STATES, TERRITORIES, AND/OR JURISDICTIONS).

  • Assumption of Risk: As mentioned earlier, the Licensed NFTs are provided solely for entertainment purposes. You acknowledge and accept the following risks: (A) The price and market for blockchain assets, such as NFTs, are highly volatile, and fluctuations in the value of other digital assets could significantly impact the value of your Licensed NFTs, including any digital assets you own. There is no guarantee that your Licensed NFTs will possess or retain any value. (B) The commercial or market value of a purchased Licensed NFT may diminish due to various factors, such as negative publicity associated with the Hearts4 brand. (C) The use of internet-native assets, including non-fungible tokens and cryptocurrencies, entails risks such as hardware, software, and internet connection failures, the introduction of malicious software, and unauthorized access to your digital wallet or stored information. Hearts4 Parties will not be held responsible for any of these risks, regardless of the cause. (D) Hearts4 Parties do not make any promises or guarantees regarding the availability of Licensed NFTs or the Art on the internet or at specific locations and/or for specific durations. (E) Upgrades, hard forks, or changes in the Ethereum platform, Ethereum failures or cessation, or alterations in transaction confirmations on the Ethereum platform may unintentionally affect all blockchains using such technologies, including Licensed NFTs. (F) Hearts4 Parties do not make any promises or guarantees concerning MetaMask Wallet, Hearts4 Networks, Inc. d/b/a OpenSea, Blockchain, or any other third parties associated with this auction or purchase, including their applications and/or services, such as the continued availability and protection or storage of any data you provide to these parties. (G) The risk of losing access to Licensed NFTs due to the loss of private keys, custodial or purchaser errors. (H) The risk of mining attacks. (I) The risk of hacking, security vulnerabilities, fraud, counterfeiting, cyberattacks, and other technological difficulties. (J) The risk of changes in the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens, as well as new regulations and unfavorable regulatory interventions or policies in one or more jurisdictions, which may significantly impact the use and value of Licensed NFTs. (K) The risks associated with taxation. (L) NFTs are not legal tender and are not backed by any government. (M) Hearts4 Parties are not liable for any transactions between you and third parties (e.g., transferring a Licensed NFT from a third party on the secondary market), and Hearts4 Parties bear no responsibility in connection with such transactions. Besides assuming all the aforementioned risks, you acknowledge that you have gathered sufficient information to make an informed decision to license the Licensed NFT and that you are solely responsible for evaluating the nature, potential value, suitability, and appropriateness of these risks for yourself. Hearts4 and the Hearts4 Parties cannot and do not guarantee that any Licensed NFT, its supporting systems or technology, are reliable, current, or error-free, meet your requirements, or that any defects in the Licensed NFT, its supporting systems or technology, will be rectified. Hearts4 and the Hearts4 Parties cannot and do not guarantee that the Licensed NFT or the delivery mechanism for it is free from viruses or other harmful components. You acknowledge and understand that Hearts4 and the Hearts4 Parties will not be liable for any communication failures, disruptions, errors, distortions, or delays you may encounter in relation to the auction or purchase.

  • Governing Law: This Agreement and all matters related to it and/or any Licensed NFT shall be governed by and interpreted and enforced in accordance with the laws of Taiwan, as applied to agreements entered into and performed entirely within Taiwan, without regard to conflict of law principles, except to the extent that such laws are inconsistent with or preempted by federal law.

  • Changes to this Agreement. Hearts4 reserves the right to make modifications to this Agreement periodically. When such changes occur, Hearts4 will provide the updated Agreement on this website and update the "Last Updated" date accordingly. Please check this page regularly for any updates. The revised Agreement will take effect on the date of modification. For instance, your continued access to or use of the Licensed NFT and the Art after the Agreement has been updated will signify your acceptance of the modifications.

  • Eligibility: (a) Participation in the Hearts4 Inc. NFT Collection Offering is open exclusively to individuals who have the proper authority to enter into this Agreement, possess the necessary capacity to fulfill the terms, conditions, and obligations stated herein, and utilize currency of which they are the lawful holder. It is not available to Users whose User privileges have been temporarily or permanently deactivated. You are prohibited from allowing others to use your User credentials, and you acknowledge that you are the sole authorized user. (b) By becoming a User, you confirm and warrant that you are at least 18 years old, or the legal age of majority in your country or territory, whichever is greater.

  • Indemnity: You agree to defend, indemnify, and hold Hearts4 and Hearts4 Parties, including their affiliates, subsidiaries, parents, successors, and assigns, as well as our officers, directors, employees, agents, and shareholders, harmless from any claims, actions, lawsuits, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to your license, sale, or possession of the Licensed NFT and/or your participation in the Offering. This includes, but is not limited to: (1) any breach of this Agreement or the documents it incorporates by reference; (2) any violation of applicable law or the rights of a third party resulting from your interaction with such third party; (3) any allegation that materials submitted or transmitted by you during the purchase, auction, communication seeking Hearts4's consent, or any other related activities infringe or violate the intellectual property or other rights of any third party; and/or (4) any other activities concerning the Offering or the Licensed NFT. This indemnity shall apply irrespective of the negligence of any party, including any indemnified person.

 

  • Dispute Resolution, Arbitration Agreement, and Class Action Waiver. (a) By using Hearts4's services, you agree to resolve any disputes through binding arbitration instead of going to court. This agreement to arbitrate applies to all claims between you and Hearts4 or the Hearts4 Parties. Class arbitrations and class actions are not allowed. (b) Any disputes arising from this agreement will be settled through arbitration under the United States Arbitration Association in the state of Delaware. Arbitral award will be final and binding..

  • Taxes. You are responsible for any applicable taxes, including VAT, sales tax, or any other taxes related to your purchase. The applicable tax rate will be determined based on the state, county, or locale.

  • Translation. In case of any discrepancy, the original English version of this agreement will prevail.

  • Severability. If any term or provision of this agreement is deemed invalid, illegal, or unenforceable in one jurisdiction, it will not affect the validity or enforceability of the remaining terms or provisions in any other jurisdiction.

  • Contact Us. If you have any questions or concerns, or if you need to access this agreement in an alternative format, please reach out to us at legal@hearts4.org.

FINAL TERMS

Financial Advisory Disclaimer

Please be aware that Hearts4.inc does not provide financial advice or services. Our partnership with NFT service creators or providers is based on the specific terms and conditions of each partnership agreement. We make no claims or guarantees regarding the potential for monetary gain or return on investment through the purchase or sale of NFTs on our platform. It is the individual user's responsibility to understand the nature of digital assets, including NFTs, and how they are taxed. Hearts4.inc is not liable for any tax obligations incurred by our clients in the course of their transactions on our platform. We highly recommend seeking advice from a qualified financial advisor before engaging in any significant transactions involving NFTs or other digital assets. Smart Contract and NFT Trading Smart contracts are embedded within our NFT trading system, playing a pivotal role in facilitating the buying and selling of NFTs. Each NFT collection has its unique smart contract, reflecting the specific tokenomics of its corresponding NFT drop. The process is straightforward: users and buyers can list their NFTs at a price they deem fair, reflecting market values. Potential buyers can view these listings and choose to buy at the listed price. As the demand for certain NFTs increase, sellers have the flexibility to augment their prices, fostering an environment that allows for dynamic price adjustments based on market trends.These smart contracts also symbolize more than just a transaction. They represent a unique, programmable piece of art on the blockchain, serving as a token of membership within our vibrant community. However, it's pivotal to understand that each smart contract contains varying terms and conditions. We encourage our users to be familiar with these terms before engaging in any transactions.

Buyer Beware Clause

As a platform facilitating the trade of NFTs, we emphasize the principle of Caveat Emptor (Buyer Beware). It is crucial to understand that the value and authenticity of NFTs can vary significantly. Do comprehensive research before making any purchasing decisions. Ensure to verify the NFT's provenance and assess the reputation of the seller. As the buyer, you bear the risk which comes with the transaction. Hearts4.inc does not guarantee the future value of any NFT or assumes no responsibility for any loss that you may endure. We urge you to be cautious, particularly when dealing with high-value transactions or sellers you are unfamiliar with. Furthermore, always be aware of the specific terms and conditions embedded within the smart contract of each NFT.

 

Acceptance of Terms & Conditions

By making a purchase on our platform or setting up a profile in the future, you acknowledge that you have read, understood, and agreed to abide by the terms and conditions set forth by Hearts4 Inc. These terms and conditions can be conveniently found on our webpage and are readily accessible for review in the footer section labeled "Terms and Conditions". Ignorance cannot be considered as a valid claim. You explicitly agree that these terms and conditions are legally binding and should not be misconstrued or interpreted beyond the information provided within. Any understanding or agreement outside of these defined conditions will not be recognized by Hearts4 Inc. It is therefore crucial to familiarize yourself with our terms to ensure a smooth and secure transactional experience. If you believe any adjustments are necessary to meet your specific requirements, we are open to further discussion to explore possible alternatives.

Terms & Conditions

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