Welcome to the Jacqueline Choe Art, LLC (“Cheebiez”) website, which include but are not limited to cheebiez.com, (the “Sites”). The Sites are provided as a service to our customers. You must be age 18 or older or the age of majority in your jurisdiction, whichever is greater, to use the Sites.
The following terms and conditions govern your use of the Sites (the “Agreement”).
PLEASE READ THE TERMS BELOW CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS. THE AGREEMENT INCLUDES A CLASS ACTION WAIVER AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. YOUR USE OF THE SITES CONSTITUTES YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THE AGREEMENT. WE RESERVE THE RIGHT TO UPDATE OR MODIFY THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE. FOR THIS REASON, WE ENCOURAGE YOU TO REVIEW THE AGREEMENT WHENEVER YOU USE ANY OF THE SITES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SITES.
Certain provisions of this Agreement may be superseded by expressly designated legal notices, rules or other terms located on different pages of the Sites. In order to participate in or use certain services you may be required to agree to additional or different terms and conditions (“Additional Terms”).
Sales hosted on third party sites (“Third Party Sites”) are governed by and subject to the Third Party Sites' Additional Terms and any other Additional Terms applicable to that specific sale. We have no control over, and do not necessarily endorse any Third Party Sites, services, or products. You acknowledge and agree that such Third Party Sites are accessed at your own risk and such risk includes, without limitation, any resulting tax reporting, compliance or payment obligations.
Through the Sites, you may be permitted to purchase or place a bid on and subsequently pay for certain non-fungible tokens (“NFTs”) where proof of such purchase is recorded on the relevant blockchain.
Purchasing an NFT entitles you to the ownership of that certain NFT. Except as set forth below, you may use or resell that NFT as you choose, provided that any purchase of a resold NFT (the “Secondary Sale”) will also be subject to this Agreement and any applicable Additional Terms. Immediately following any Secondary Sale, your ownership of the NFT and rights under any associated licenses will terminate. Your purchase of, and the transfer of ownership of, that certain NFT is subject to your agreeing to this Agreement, any Additional Terms and any other applicable terms, including, but not limited to, the terms applicable to any other NFT marketplace that permits the Secondary Sale of NFTs in a manner that fully enables the smart contract contained within such NFTs (either such marketplace, the “Approved Marketplace”). If at any time you sell, trade, donate, give away, or transfer your NFT to a new owner through the Approved Marketplace, the associated license shall be transferred to that new owner, and you will have no further rights in or to the NFT or NFT IP (defined below). If at any time you burn or otherwise dispose of your NFT for any reason, or sell, trade, donate, give away, or transfer your NFT other than through the Approved Marketplace, the license will immediately expire with respect to that NFT without the requirement of notice or any further action, and you will have no further rights in or to the NFT or NFT IP.
You acknowledge and agree that Jacqueline Choe Art, LLC (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the Sites, and all intellectual property rights therein (including, without limitation, all art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Sites (collectively, the “Site Materials”)). You acknowledge that the Site Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Site Materials are the copyrighted property of Jacqueline Choe Art, LLC or our licensors, and all trademarks, service marks, and trade names associated with the Sites or otherwise contained in the Site Materials are proprietary to Jacqueline Choe Art, LLC or our licensors.
Except as expressly set forth herein, your use of the Sites does not grant you ownership of or any other rights with respect to any content, code, data, or other Site Materials that you may access on or through the Sites. Jacqueline Choe Art, LLC reserves all rights in and to the Site Materials that are not expressly granted to you in this Agreement.
For the sake of clarity, you understand and agree:
(a) that your purchase of a NFT, whether via the Sites or otherwise, does not give you any rights or licenses in or to the Site Materials (including, without limitation, any copyright in and to the associated art) other than those expressly contained in this Agreement;
(b) that you do not have the right, except as otherwise set forth in this Agreement, to reproduce, distribute, or otherwise commercialize any elements of the Site Materials (including, without limitation, any art) without Jacqueline Choe Art, LLC's prior written consent in each case, which consent may be withheld in Jacqueline Choe Art, LLC's 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 Jacqueline Choe Art, LLC's prior written consent in each case, which consent may be withheld in Jacqueline Choe Art, LLC's sole and absolute discretion.
Subject to your complete and ongoing compliance with this Agreement, applicable Additional Terms, and any other applicable terms, Jacqueline Choe Art, LLC grants you, solely for your personal, non-commercial use, a limited, worldwide, non-exclusive, non-transferable (except in connection with a Secondary Sale), non-sublicensable, revocable license to publicly or privately display (including on social media platforms and digital galleries) any intellectual property (or related intellectual property rights including patent rights, 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) included in the NFT owned by you (such intellectual property, including any name, image, likeness, art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be included in such NFT, “NFT IP”) solely
(a) for your own personal, non-commercial use;
(b) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies your right to display the NFT IP to ensure that only the actual owner of such NFT can display such NFT IP; or
(c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT owner's rights to display the NFT IP for their NFT to ensure that only the actual owner of such NFT can display the NFT IP, and provided that the NFT IP is no longer visible once the owner of the NFT leaves the website/application.
For clarity, except for the foregoing license, neither your purchase of the NFT nor this Agreement grants you any other license or rights to any NFT IP and you agree that all rights, titles and interests in and to the NFT IP belong exclusively to Jacqueline Choe Art, LLC (or, as applicable, its subsidiaries and/or licensors) and no rights are granted to you other than the foregoing license.
Subject to your continued compliance with these this Agreement, Jacqueline Choe Art, LLC grants you a limited, worldwide, non-exclusive, non-transferable license to use, copy, and display the NFT IP for your NFT for the purpose of commercializing your own merchandise that includes, contains, or consists of the NFT IP for your NFT (“Commercial Use”), provided that such Commercial Use does not result in you earning more than One Hundred Thousand Dollars ($100,000) in gross revenue each year. For the sake of clarity, nothing in this Section will be deemed to restrict you from
(i) owning or operating a marketplace that permits the use and sale of NFTs generally, provided that the marketplace cryptographically verifies each NFT owner's rights to display the NFT IP for their NFT to ensure that only the actual owner can display the NFT IP;
(ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of NFTs generally, provided that the third party website or application cryptographically verifies each NFT owner's rights to display the NFT IP for their purchased NFT to ensure that only the actual owner can display the NFT IP, and provided that the NFT IP is no longer visible once the owner of the purchased NFT leaves the website/application; or
(iii) earning revenue from any of the foregoing, even where such revenue is in excess of $100,000 per year.
The Commercial Use license granted above applies only to the extent that you continue to own the applicable purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your purchased NFT for any reason, the Commercial Use license granted above will immediately expire with respect to that NFT without the requirement of notice, and you will have no further rights in or to the NFT IP for that NFT. If you exceed the $100,000 limitation on annual gross revenue set forth above, you will be in breach of this Agreement, and must send an email to Jacqueline Choe Art, LLC at Email: email@example.com within forty-five (45) days, with the phrase “Jacqueline Choe Art, LLC License - Commercial Use” in the subject line, requesting a discussion with Jacqueline Choe Art, LLC regarding entering into a broader license agreement or obtaining an exemption (which may be granted or withheld in Jacqueline Choe Art, LLC's sole and absolute discretion). If you exceed the scope of the Commercial Use license grant without entering into a broader license agreement with or obtaining an exemption from Jacqueline Choe Art, LLC, you acknowledge and agree that:
(i) you are in breach of this Agreement;
(ii) in addition to any remedies that may be available to Jacqueline Choe Art, LLC at law or in equity, Jacqueline Choe Art, LLC may immediately terminate any license that was granted to you, without the requirement of notice; and
(iii) you will be responsible to reimburse Jacqueline Choe Art, LLC for any costs and expenses incurred by Jacqueline Choe Art, LLC during the course of enforcing this Agreement against you.
To the extent that NFT IP associated with your NFT contains Third Party NFT IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows:
(i) that you will not have the right to use such Third Party NFT IP in any way except as incorporated in the NFT IP, and subject to the license and restrictions contained herein;
(ii) that the Commercial Use license above will not apply;
(iii) that, depending on the nature of the license granted from the owner of the Third Party NFT IP, Jacqueline Choe Art, LLC may need to pass through additional restrictions on your ability to use the NFT IP; and
(iv) to the extent that Jacqueline Choe Art, LLC 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 such license. The restrictions in this Section will survive the expiration or termination of this Agreement.
Except and solely to the extent such a restriction is impermissible under applicable law, you may not:
If you elect to purchase or trade NFTS on the Sites, or with or from other users via the Sites, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Sites, or using any smart contracts, or any other transactions that you conduct via the Ethereum network.
Transactions on the Ethereum network require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the Sites.
No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing address. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed in bad faith.
We reserve the right to limit, change, cancel, or relist any auctions, without prior notice, even after bids have been submitted.
NFTs that are listed for sale through auction may be purchased using Ethereum.
Jacqueline Choe Art, LLC is an intermediary and not an agent or fiduciary for any purpose. NFTs are intangible digital assets and exist only by virtue of the ownership record maintained in the Ethereum blockchain network. Due to the rapidly evolving nature of the digital asset market, it is not possible to know all of the risks involved in making an investment in digital assets, and new risks may emerge at any time. The following are some, but not all, of the risks associated with services offered on the Sites:
The Sites may not be used for any unauthorized use or for any illegal or unlawful purpose. Any unauthorized use or violation of this Agreement or applicable Additional Terms may immediately and automatically terminate your right to use and access the Sites and may subject you to legal liability.
You agree that you are responsible for your own conduct while accessing or using the Sites, and for any consequences thereof. You agree to use the Sites only for purposes that are legal, proper and in accordance with this Agreement and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to:
(i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
(ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(iii) impersonate another person (via the use of an email address or otherwise);
(iv) upload, post, transmit or otherwise make available through the Sites any content that infringes the intellectual proprietary rights of any party;
(v) use the Sites to violate the legal rights (such as rights of privacy and publicity) of others;
(vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering);
(vii) interfere with other users' enjoyment of the Sites;
(viii) exploit the Sites for any unauthorized commercial purpose;
(ix) modify, adapt, translate, or reverse engineer any portion of the Sites;
(x) remove any copyright, trademark or other proprietary rights notices contained in or on the Sites or any part of it;
(xi) reformat or frame any portion of the Sites;
(xii) display any content on the Sites 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;
(xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Sites or the content posted on the Sites, or to collect information about its users for any unauthorized purpose;
(xiv) create user accounts by automated means or under false or fraudulent pretenses; or
(xv) access or use the Sites for the purpose of creating a product or service that is competitive with any of our products or services.
If you engage in any of the activities prohibited herein, we may, at our sole and absolute discretion, without notice 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 NFT IP from the Sites. If we delete your NFT IP and descriptions from the Sites, such deletion will not affect your ownership rights in any NFTs that you already own.
We reserve the right to take appropriate legal action for any illegal or unauthorized use of the Sites.
In addition to any right or remedy that may be available to use under this Agreement or under applicable law, we reserve the right to limit, suspend or terminate your access to the Sites at any time, without notice and without cause. We may also refer any information on illegal activity, including your identity, to the proper authorities.
You affirm that you are over the age of 18. The Sites are not intended for children under 18. If you are under the age of 18, you may not use the Sites. 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 Sites.
Unless otherwise noted, the Sites, and all features and materials on the Sites, including text, images, illustrations, designs, icons, photographs, video clips and other content, and the copyrights, trademarks, trade dress and/or other intellectual property in such materials (collectively, the “Contents”), are owned, controlled or licensed by Jacqueline Choe Art, LLC.
The Sites and the Contents are intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on the Sites for your personal use only. No right, title or interest in any downloaded Content is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Contents or the Sites.
Unless otherwise specified, the Sites and the Contents are intended to promote Jacqueline Choe Art, LLC's products and services available in the United States. The Sites are controlled and operated by Jacqueline Choe Art, LLC from its offices in Columbus, OH.
Jacqueline Choe Art, LLC is pleased to hear from you and welcomes your comments and posts regarding our products and services in certain areas on the Sites. You may choose to submit comments, photos, reviews or other content on the Sites, including creative ideas, suggestions, customer reviews, photographs, proposals, plans, bug reports, ideas or other feedback about the Sites, including without limitation about how to improve the Sites ,or other materials, whether online, by email, by postal mail, or otherwise (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. While we value your feedback, we are unable to accept or consider any creative ideas, suggestions, proposals, plans, or other materials submitted by you (collectively, “Proposals”) other than those we have specifically requested. The intent of this policy is to avoid the possibility of future misunderstandings when projects developed by Jacqueline Choe Art, LLC's employees and agents might seem to be similar to Proposals. Accordingly, we ask that you not send Proposals to anyone at Jacqueline Choe Art, LLC through any communication channel.
If you send certain specific submissions at our request (for example, contest entries, customer reviews or photographs), post comments, photos, reviews or other content on the Sites, or without a request from us you send creative ideas, suggestions, customer reviews, photographs, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, Comments”), you You agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use your Feedback in any medium. Jacqueline Choe Art, LLC is and shall be under no obligation
(1) to maintain Feedback in confidence;
(2) to pay compensation for Feedback; or
(3) to respond to Feedback.
We have the right but not the obligation to monitor and edit or remove any Feedback. You may not repost, republish, or redistribute Feedback outside of the Sites.
You agree that your Feedback will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right. You further agree that your Feedback will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Sites. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead Jacqueline Choe Art, LLC or third parties as to the origin of any Feedback. You agree to comply with our Endorsement Policy and to clearly and conspicuously disclose if you received compensation or other incentive of any kind, from any source, in exchange for posting Comments. You are solely responsible for any Comments you make and their accuracy. Jacqueline Choe Art, LLC takes no responsibility and assumes no liability for any Comments posted by you or any third party.
Jacqueline Choe Art, LLC respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Jacqueline Choe Art, LLC's Digital Millennium Copyright Act (“DMCA”) designated agent the written information specified below:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description where the material that you claim is infringing is located on the Site;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Jacqueline Choe Art, LLC's Copyright Agent for notice of claims of copyright infringement on the Sites can be reached as follows:
Please note that this procedure is exclusively for notifying Jacqueline Choe Art, LLC and its subsidiaries that your copyrighted material has been infringed.
Through your use of the Sites, you may have the opportunity to engage in commercial or other transactions with other users or third parties. You acknowledge that all transactions relating to any products or services offered by any third party, including but not limited to the payment terms, warranties, guarantees, and delivery terms relating to these transactions, are agreed to solely between the third party and you, and that you will look solely to the involved third party to enforce any of your rights. In the event of any problem with the products or services that you have purchased from a third party you agree that you will address such issues with the third party but all limitations of liability and other rights of Jacqueline Choe Art, LLC shall apply nonetheless. Any warranty that is provided by a third party in connection to any products, services, materials or information from that third party is provided solely by that third party and not by Jacqueline Choe Art, LLC.
Software made available to you by the Sites (the “Software”) if any, is subject to U.S. sanctions and export controls. No Software may be downloaded from the Sites or otherwise exported or re-exported in violation of U.S. sanctions and export laws. Downloading or using the Software is at your sole risk.
We reserve the right, at any time in our sole discretion, to modify, suspend or discontinue the Sites or any service, content, feature or product offered through the Sites, with or without notice; charge fees in connection with the use of the Sites; modify and/or waive any fees charged in connection with the Sites; and/or offer opportunities to some or all users of the Sites. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, or any service, content, feature or product offered through the Sites.
We may make changes to this Agreement, or Additional Terms, from time to time. When we make changes, we will make the updated Agreement available on the Sites and update the “Last Updated” date at the beginning of this Agreement accordingly. Please check this Agreement periodically for changes. Any changes to this Agreement will apply on the date that they are made, and your continued access to or use of the Sites after the Agreement has been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Agreement, you may not access or use the Sites.
The Sites may contain links to other websites that are not under the control of Jacqueline Choe Art, LLC has no responsibility for the linked websites nor does linking constitute an endorsement of any linked website. If you use the links, you will leave the Sites and your activities may be governed by other terms and conditions and privacy practices. Links are provided solely for your convenience and information.
You agree to defend, indemnify and hold Jacqueline Choe Art, LLC and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, due to your use of the Sites and/or your breach of any representation, warranty, or other provision of the Agreement, or your violation of applicable laws, rules or regulations in connection with your access to or use of the Sites. You agree that Jacqueline Choe Art, LLC will have control of the defense or settlement of any such claims.
In no event will Jacqueline Choe Art, LLC be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. Jacqueline Choe Art, LLC’s aggregate liability under this Agreement shall not exceed the net revenues actually received by Jacqueline Choe Art, LLC in connection with any transaction in which you purchased or sold your NFT. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will Jacqueline Choe Art, LLC be liable for any inability for you to access the NFT IP for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to
(a) the servers upon which the NFT IP is stored;
(b) the Approved Marketplace or
(c) any other NFT platform.
YOUR USE OF THE SITES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ARE RESPONSIBLE FOR COMPLYING WITH THIS AGREEMENT AND ALL APPLICABLE LAWS WITH RESPECT TO THE USE OF THE SITES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THESE SITES, INCLUDING ALL INFORMATION AND CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE SITES, ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE SITES, THE CONTENTS WITHIN AND THE PRODUCTS OR SERVICES LISTED OR PURCHASED THROUGH THE SITES. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITES OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR THE USE OF THE SITES, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.
If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances shall not exceed the lesser of
(a) the amount paid by you for products and services that are the subject of the claim at issue during the prior 12 months preceding the date the claim arose or
(b) $100. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages.
Accordingly, some of the above indemnities, limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.
Jacqueline Choe Art, LLC will not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligations under this Agreement, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”):
(a) acts of God;
(b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion;
(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
(d) government order, law, or action;
(e) embargoes or blockades in effect on or after the date of this Agreement;
(f) strikes, labour stoppages or slowdowns or other industrial disturbances;
(g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and
(h) other similar events beyond our control.
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, we may thereafter terminate this Agreement upon fifteen (15) days' written notice.
We may assign our rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. This Agreement (including, without limitation, the license granted hereunder) is personal to you and shall not be assigned or transferred by you, except to a new owner of the NFT as described above. Any other attempt by you to assign, sub-license, or transfer your rights under this Agreement shall be null and void.
Informal Dispute Resolution.
Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and Jacqueline Choe Art, LLC agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Sites, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent to Jacqueline Choe Art, LLC at firstname.lastname@example.org, or:
Both you and Jacqueline Choe Art, LLC agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party.
To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute must be resolved through binding individual arbitration. You and Jacqueline Choe Art, LLC agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Dispute. You and Jacqueline Choe Art, LLC expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this arbitration provision.
You may begin an arbitration proceeding by sending an email requesting arbitration to:
Jacqueline Choe Art, LLC
You agree that the arbitration shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the Dispute, the parties shall agree to another arbitration provider. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s applicable rules. Jacqueline Choe Art, LLC will reimburse those fees for claims totaling less than $10,000 if the arbitrator rules in your favor on any material aspect of your claim. Jacqueline Choe Art, LLC waives its right to seek attorneys’ fees and costs in arbitration. However, if your claim is deemed by the arbitrator to be frivolous or brought in bad faith or with an improper purpose, as measured by the standards of Federal Rule of Civil Procedure 11, then the arbitrator may award Jacqueline Choe Art, LLC the reimbursement of its costs and arbitration fees against you and/or your counsel. The place of arbitration will be Los Angeles, California. You may choose to have the arbitration conducted by telephone, based on written submissions. You further agree that if your arbitration claim is filed at or around the time of other similar claims by the same or related counsel, you agree that your claim may be temporarily stayed or phased to allow the AAA to establish efficient and fair adjudication procedures. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Jacqueline Choe Art, LLC may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement is specifically enforceable by Jacqueline Choe Art, LLC through injunctive relief and other equitable remedies without proof of monetary damages.
Waiver of Right to Bring Class Actions and Representative Claims.All arbitrations must proceed on an individual basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court. However, to the extent permissible by applicable law, any relief must be individualized to you and shall not affect any other customer. You and Jacqueline Choe Art, LLC agree that each may bring claims against the other in arbitration only in your or Jacqueline Choe Art, LLC’s respective individual capacities and in so doing you and Jacqueline Choe Art, LLC hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If it is decided that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim, then that claim (and only that claim) must proceed in court and be severed from any arbitration.
Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act. The terms of the Arbitration Agreement provisions shall survive after this Agreement terminates or your use of the Sites ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.
Remedies. Your rights and remedies in the event of any breach of this Agreement are strictly limited to the right, if any, to recover damages in an action at law, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek any equitable relief, whether injunctive or otherwise.
With the exception of the Arbitration Agreement, which shall survive the termination of these terms, these terms are effective unless and until terminated by either you or Jacqueline Choe Art, LLC You may terminate this Agreement at any time by canceling your account on the App and discontinuing your access to and use of the App. Jacqueline Choe Art, LLC also may terminate this Agreement at any time without notice, and accordingly may deny you access to the Sites, if in our sole judgment you fail to comply with any term or provision of the Agreement. You agree that any suspension or termination of your access to the App 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. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. If we terminate these Terms or suspend or terminate your access to or use of the App 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 termination of these Terms will be in addition to any other remedies we may have at law or in equity.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason,
(1) the unenforceable or unlawful provision shall be severed from this Agreement;
(2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and
(3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
This Agreement and Arbitration Agreement are governed by the laws of the State of California, without regard to any conflict of law provisions. The waiver of any provision of the Agreement shall not be considered a waiver of any other provision or of Jacqueline Choe Art, LLC's right to require strict observance of each of the terms herein. This Agreement constitutes the entire agreement between us relating to your use of the Sites. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than you. The language in this Agreement will be interpreted as to its fair meaning, and not strictly for or against any party. Should any part of this Agreement be held invalid, illegal, void or unenforceable, that portion will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement. We control and operate the Sites from the United States of America. We do not represent that the contents on the Sites or other materials are appropriate or available for use in other locations. If you choose to access the Sites from other locations, you do so at your own risk and are responsible for compliance with all local laws, if and to the extent local laws are applicable.