TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS
ALTREA LABS, LLC
Last Updated: June 28, 2024
THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS (“TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS”) SHALL CONSTITUTE THE ENTIRE AGREEMENT BY AND BETWEEN ALTREA LABS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AND/OR ITS SUBSIDIARIES, AFFILIATES, AND ASSIGNS (COLLECTIVELY, “ALTREA LABS”), AND ANY PERSON, ENTITY, AND/OR USER (EACH, A “USER”) INDIRECTLY OR DIRECTLY ACCESSING zenboz.com, altrealabs.com, ITS CONTENTS, ANY PLATFORM, AND ANY RELATED WEBSITE(S) AND/OR APPLICATION(S), MOBILE OR OTHERWISE (COLLECTIVELY, THE “SITE”), AND/OR ANY SERVICE (DEFINED HEREIN BELOW). THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS TAKE ABSOLUTE PRECEDENCE AND PREVALENCE OVER ANY TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS OF THE USER. ACCESSING THE SITE AND/OR ANY SERVICES SHALL CONSTITUTE ACKNOWLEDGEMENT AND ASSENT BY THE USER TO THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS. THE USER ACKNOWLEDGES AND AGREES THAT THE USER HAS READ AND UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS. IN THE EVENT OF ANY INCONSISTENCIES BETWEEN ANY UNDERSTANDINGS OR REPRESENTATIONS, ORAL OR WRITTEN, AND/OR ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS, INCLUDING, WITHOUT LIMITATION, ANY INVOICE, APPLICATION, ORDER, AGREEMENT, AND/OR ANY DOCUMENT(S) ANCILLARY TO THE FOREGOING, AND THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS, THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS SHALL CONTROL. ALTREA LABS AND THE USER EXPRESSLY AGREE THAT ALTREA LABS MAY MODIFY THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS FROM TIME TO TIME, AND SUCH MODIFICATIONS SHALL BE BINDING UPON THE USER AS OF THE DATE OF SUCH MODIFICATIONS. THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS EXCLUSIVELY GOVERN THE ACCESS AND/OR USE OF THE SITE AND/OR SERVICES BY USER AND REPRESENTS THE ENTIRE AGREEMENT BETWEEN USER AND ALTREA LABS WITH RESPECT THERETO. ALTREA LABS EXPRESSLY OBJECTS TO AND REJECTS OTHER TERMS OR CONDITIONS THAT MAY BE PROPOSED BY USER IN ANY FORM THAT ARE IN ADDITION TO OR OTHERWISE NOT CONSISTENT WITH THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS.
1. User Acknowledgements. By accessing the Site and/or using the Services, the User acknowledges and agrees to the following:
Any and all transactions are final (regardless of from which platform an NFT is acquired, as ALTREA LABS does not currently process sales or transactions on the Site).
There are no refunds or credits (regardless of from which platform an NFT is acquired, as ALTREA LABS does not currently process sales or transactions on the Site).
User is fully liable for all charges related to the Site and/or Services.
User acknowledges that ALTREA LABS expressly disclaims the profitability of the Site and/or any Services.
The Site and the Services (as defined below) provided by ALTREA LABS are intended solely for Users who are 18 or older and who satisfy the criteria described herein.
The Site and Services are operated from the United States of America, and if the User is not located in the United States of America, then by accessing the Site and/or Services, the User agrees to utilize an interface and services which are not located in, and may not be subject to the regulatory jurisdiction of, the country in which the User resides.
ALTREA LABS does not guarantee uninterrupted, secure access to any part of the Site and/or Services, and the operation thereof may be disturbed by numerous factors beyond ALTREA LABS’s control.
2. User Restrictions. User acknowledges and agrees that use of the Site and/or Services shall be for non-commercial purposes. User further agrees in connection with User’s use of the Site and/or Services that User shall not:
Provide false, inaccurate, or misleading information;
Use, or attempt to use, the Site and/or Services to harass, abuse, or harm, or advocate or incite harassment, abuse or harm of another person or group;
Partake in any transaction involving the proceeds of illegal activity;
Violate or assist in the violation of any applicable law, statute, ordinance, or regulation;
Intentionally try to defraud ALTREA LABS or its Users;
Take any action that interferes with, intercepts, or expropriates any system, data, or information;
Transmit or upload any malicious software or program;
Attempt to gain unauthorized access to other accounts, the Site or any related networks;
Disrupt the Site and/or Services in any manner; or
Use the Site and/or Services if User is located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by the United States of America, the European Union, or where use of the Site and/or Services would be illegal or otherwise violate any applicable law.
3. User Representations and Warranties. The User represents and warrants that such User:
is of legal age to form a binding contract (at least 18 years old);
has not previously been suspended or removed from using the Site or Services;
is not identified as an individual who is restricted or barred from conducting banking or financial transactions, in any jurisdiction or under any applicable laws;
is not a citizen or resident of any jurisdiction where use of the Site and/or Services would be illegal or otherwise violate any applicable law and that User will not use the Site and/or Services while located in any such jurisdiction;
is not placed on any list of suspicious persons banned from traveling or conducting business or financial transactions in any jurisdiction;
has full power and authority to agree to these Terms and Conditions of Ownership, Service, and Digital Rights;
has the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Assets (defined herein below) that User decides to acquire; and
has the knowledge, experience, understanding, professional advice and information to make User’s own evaluation of the merits and risks of any Assets; and
User has not entered into and will not enter into any agreement adverse to or inconsistent with these Terms and Conditions of Ownership, Service, and Digital Rights.
4. The Site. The Site is the exclusive property of ALTREA LABS. The Site is protected, without limitation, pursuant to U.S. and foreign intellectual property laws, including, without limitation, copyright and trademark laws. ALTREA LABS hereby grants the User a limited, non-sublicensable right to access and make use of the Site. The foregoing right is hereby granted to the User only to the extent such User’s indirect or direct use of the Site does not violate these Terms and Conditions of Ownership, Service, and Digital Rights. Upon such violation, the foregoing right of access and use shall terminate immediately and without the need for any action on the part of ALTREA LABS. The User shall not modify, copy, reverse engineer, decompile, create derivative works, distribute, republish, commercially exploit, or upload any of the Site and/or the material on the Site without prior written consent from ALTREA LABS. No intellectual property or other rights in and to this Site -- other than the limited right to use set forth above -- are transferred to the User. ALTREA LABS expressly reserves the right, at any time, to change or discontinue any content or feature of the Site or any Services made available through the Site without notice; charge fees in connection with the use of the Site and/or Services; modify and/or waive any fees charged in connection with the Site and/or Services; and/or offer opportunities to some or all Users. The User expressly agrees that ALTREA LABS shall not be liable for any such modification, suspension or discontinuance of the Site or of any Service, content, or feature offered through the Site.
5. Definitions; Description of Services. “Cryptocurrency,” “token,” “asset,” “digital asset,” “altcoin,” “coin,” and “ledger entry,” and “smart contract” all refer to data entries in an Ethereum blockchain-based software ledger. “Platform” means ALTREA LABS’s technology platform and infrastructure used to perform the Services. The Platform is software platform/website which allows Users to acquire non-fungible tokens, including, without limitation, the “Zenboz Modern Monks NFT” collection (collectively, “NFTs”) created by ALTREA LABS that Users can own and transfer on other sites and/or platforms and/or exchanges (each, an “Asset” and together, the “Assets”). “AI” refers to artificial intelligence technology, including, without limitation, generative artificial intelligence “AI Chatbot” refers to ALTREA LABS’ AI companion chatbot, “ZensAI,” offered on the Site/Platform. The Assets can be visualized on the Site so that the user can interact with the digital assets and, subject to the terms and conditions set forth herein, interact with the AI Chatbot (collectively, the “Services”). By utilizing the Services, each User affirms that such User is aware and acknowledges that ALTREA LABS is a non-custodial provider of software services that has developed and distributed the Platform where the Services occur without any involvement or actions taken by ALTREA LABS or any third party.
6. Sale of Assets and Payment. If a User elects to purchase Assets on the Site, any financial transactions that such User engages in will be conducted solely through the Ethereum network via a self-custody (non-custodial) wallet. ALTREA LABS has no insight into or control over these payments or transactions, including, without limitation, the processing of any such transactions, nor does ALTREA LABS have the ability to reverse any transactions. With that in mind, ALTREA LABS will have no and disclaims any and all liability to a User or to any third party for any claims or damages that may arise as a result of any transactions that such User engages in on the Site. Each transaction that occurs on the Site may be subject to a fee payable by the User to ALTREA LABS. Such fee will be automatically applied as part of the sales transaction. Additionally, the Ethereum network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. User agrees to pay a Gas Fee for each transaction that occurs via the Site, to the extent applicable.
7. NFT License. Subject to continued compliance with these Terms and Conditions of Ownership, Service, and Digital Rights and solely with respect to a Purchased NFT (an NFT actually purchased and owned by a User), ALTREA LABS grants the Purchaser User (a User that purchases an NFT hereunder) a limited, worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art (art, design, and drawings that may be associated with a Purchased NFT) for Purchaser User’s Purchased NFTs, along with any Extensions (third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art) that a Purchaser User chooses to create or use, solely for the following purposes: (i) for such Purchaser User’s own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of the Purchaser User’s NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of the Purchaser User’s NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application. For purposes of this Section, “own” and “ownership” shall mean, with respect to an NFT, an NFT that a Purchaser User has purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. Each Purchaser User granted a license under this Section agrees that such Purchaser User may not, nor permit any third party to do or attempt to do any of the foregoing without ALTREA LABS’s express prior written consent in each case: (i) modify the Art for the Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Art for the Purchased NFTs to advertise, market, or sell any third party product or service; (iii) use the Art for the Purchased 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; (iv) use the Art for the Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in this Section or solely for you’re the Purchaser User’s 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 Art for the Purchased NFTs, except as expressly permitted in this Section; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for the Purchased NFTs; or (vii) otherwise utilize the Art for the Purchased NFTs for the Purchaser User’s or any third party’s commercial benefit. To the extent that Art associated with the Purchased NFTs contains Third Party Intellectual Property, each Purchaser User understands and agrees as follows: (y) a Purchaser User will not have the right to use such Third Party Intellectual Property in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; and (z) to the extent that ALTREA LABS informs Purchaser User of such additional restrictions in writing (email is permissible), Purchaser User will be responsible for complying with all such restrictions from the date that Purchaser User receives the notice, and that failure to do so will be deemed a breach of this license. The license granted in this Section applies only to the extent that Purchaser User continues to comply with these Terms and Conditions of Ownership, Service, and Digital Rights and owns the applicable Purchased NFT. If at any time Purchaser User fails to comply with these Terms and Conditions of Ownership, Service, and Digital Rights sells, trades, donates, gives away, transfers, or otherwise disposes of the Purchased NFT for any reason, the license granted in this Section will immediately expire with respect to those NFTs without the requirement of notice, and Purchaser User will have no further rights in or to the Art for those NFTs nor shall Purchaser User have access to or the right to use the Services. ALTREA LABS expressly the right to make and use copies of any NFT, whether owned or otherwise, for derivative works, marketing, merchandising, and promotional purposes. Purchaser Users shall have the right to resell a Purchased NFT (“Resale”) on a platform or marketplace that is legally authorized to facilitate the purchase and sale of NFTs. Any such platform or marketplace shall (i) cryptographically verify each NFT owner’s rights to display the art in order to list it for sale, and (ii) provide for a minimum 4.5% of the resale price to be paid to ALTREA LABS upon resale.
8. AI Companion Chat Bot. Upon the successful and completed sale of ALTREA LABS’ entire NFT collection (estimated at 10987 items) a Purchaser User will be granted access to the AI Chatbot at a rate of three (3) questions per day per NFT owned. A Purchaser User will not be charged a Gas Fee for each AI Chatbot interaction. AI and machine learning are rapidly evolving fields of study. Given the probabilistic nature of machine learning, use of the Services may, in some situations, result in output from the Services (“Output”) that does not accurately reflect real people, places, or facts. Each User understands and agrees: (i) Output may not always be accurate. User shall not rely on Output from the Services as a sole source of truth or factual information, or as a substitute for professional advice; (ii) User shall evaluate Output for accuracy and appropriateness for User’s use case, including using human review as appropriate, before using or sharing Output from the Services; (iii) User shall not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them; (iii) The Services may provide incomplete, incorrect, or offensive Output that does not represent ALTREA LABS’ views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with ALTREA LABS; and (iv) ALTREA LABS does not store any questions/responses on its servers or train on them. User acknowledges and agrees that the number of questions permitted at any time may vary, the Services may be offered on other sites or platforms, or it may be discontinued for unforeseen circumstances or any reason at all.
9. Taxes; Fees. It is each User’s sole responsibility to determine what, if any, taxes apply to the payments a User makes or receives, and to collect, report, and remit the correct tax to the appropriate tax authority. ALTREA LABS is not responsible for determining whether taxes apply to any transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. In consideration for access to the Site and/or Services, ALTREA LABS may take fees that are based on Services, including transaction fees, market fees, or withdrawal fees. The amounts of fees and their description are provided on the Site. Fees are subject to revision by ALTREA LABS with or without prior notification. Each User hereby acknowledges the foregoing and agrees to pay all the applicable fees and any other amounts incurred by such User or on such User’s behalf through the Site and/or Services, in the amounts that are in effect when such fees are incurred.
10. DISCLAIMERS; LIMITATION OF LIABILITY.
USER ACKNOWLEDGES AND IS AWARE THAT THE RISKS ASSOCIATED WITH USING, HOLDING, AND TRADING CRYPTOCURRENCIES, TOKENS, NFTS, OR ANY CRYPTO ASSETS CAN BE SUBSTANTIAL. RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK OF HARDWARE MALFUNCTIONS OR THE LIKE, SOFTWARE ERRORS OR THE LIKE, MALWARE, INTERRUPTED OR FAILED INTERNET CONNECTIONS, AND THE INTERFERENCE OF UNAUTHORIZED THIRD PARTIES. THE SITE AND/OR SERVICES ARE NOT CURRENTLY REGULATED BY ANY SECURITIES REGULATOR OR FINANCIAL CONDUCT AUTHORITY OR ANY OTHER GOVERNMENTAL AGENCY. ALTREA LABS IS NOT AND SHALL NOT ACT AS ANY USER’S BROKER-DEALER, INTERMEDIARY, AGENT OR ADVISOR AND OWES NO AND EXPRESSLY DISCLAIMS ANY FIDUCIARY DUTY TO ANY USER. EACH USER IS HEREBY ADVISED AND ACKNOWLEDGES THAT SUCH USER SHOULD CAREFULLY CONSIDER WHETHER TRADING OR HOLDING VIRTUAL CURRENCIES OR ASSETS ARE SUITABLE FOR SUCH USER IN LIGHT OF SUCH USER’S FINANCIAL CIRCUMSTANCES.
ALTREA LABS CANNOT AND DOES NOT REPRESENT OR GUARANTEE THAT ANY OF THE INFORMATION AVAILABLE THROUGH THE SITE AND/OR SERVICES IS ACCURATE, RELIABLE, CURRENT, COMPLETE, VALID, STABLE OR APPROPRIATE FOR ANY USER’S NEEDS, INCLUDING, WITHOUT LIMITATION, ANY ASSISTANCE ALTREA LABS MAY OR MAY NOT PROVIDE TO A USER WITH RESPECT TO WALLET CONFIGURATION OR ASSET TRANSFER. ALTREA LABS DOES NOT GUARANTEE TIMELINESS OF THE TECHNOLOGY OR INFORMATION INVOLVED IN THE SITE AND/OR SERVICES. ALTREA LABS DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE SHOULD A USER USE OR VIEW INFORMATION AVAILABLE THROUGH THE SITE AND/OR SERVICES.
ALTREA LABS BEARS NO RESPONSIBILITY UNDER ANY CIRCUMSTANCES FOR ANY PROBLEM THAT MAY BE CAUSED BY USING THE APPLICABLE BLOCKCHAIN.
ALTREA LABS IS NOT LIABLE AND EXPRESSLY DISCLAIMS ANY LIABILITY TO A USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA), EVEN IF A PARTY HAS BEEN PROVIDED NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, ALTREA LABS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION OR DAMAGES ARISING IN CONNECTION WITH: (A) A USER’S INABILITY TO USE THE SITE AND/OR SERVICES, INCLUDING AS A RESULT OF ANY (I) DENIAL OF ACCESS TO OR SUSPENSION OF ANY WALLET PURSUANT TO THESE TERMS AND CONDITIONS, (II) ALTREA LABS’S DISCONTINUATION OF ANY OR ALL PARTS OF THE SITE AND/OR SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SITE AND/OR SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS MADE BY A USER OR A USER’S USE OF OR ACCESS TO THE SITE AND/OR SERVICES OR THE APPLICABLE BLOCKCHAIN; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY WALLET OR OTHER DATA.
EACH USER ACCEPTS RESPONSIBILITY AND ASSUMES ALL LIABILITY FOR ALL ACTIVITIES AND CONTENTS GENERATED BY SUCH USER ON THE SITE AND/OR SERVICES. ANY COMMUNICATION BY ALTREA LABS TO A USER SHALL NOT BE CONSTRUED UNDER ANY CIRCUMSTANCES AS LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE. ANY USE OF OR ACCESS TO THE SITE AND/OR SERVICES SHALL NOT BE CONSTRUED AS THE FACILITATION OF ANY SALE OR EXCHANGE OF SECURITIES.
ALTREA LABS IS NOT AND SHALL NOT BE CONSIDERED AS A REGULATED AND/OR REGISTERED SECURITIES EXCHANGE AND IS NOT SUBJECT TO THE SAME KIND OF REQUIREMENTS AS NATIONAL SECURITIES EXCHANGES OR ALTERNATIVE TRADING SYSTEMS.
ALTREA LABS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE AND/OR SERVICES OR THEIR CONTENTS, WHICH ARE PROVIDED ON AN “AS-IS, WHERE-IS BASIS.” ALTREA LABS DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SITE AND/OR SERVICES AND ANY WEBSITE WITH WHICH IT IS LINKED. ALTREA LABS FURTHER DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES THAT THE SITE AND/OR SERVICES WILL MEET A USER’S REQUIREMENTS; THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND/OR ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. ALTREA LABS IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF COMMUNICATION ON ACCOUNT OF TECHNICAL PROBLEMS, OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON’S PROPERTY RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB OR IN CONNECTION WITH THE SITE AND/OR SERVICES. ALTREA LABS ALSO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES AS TO WHETHER ANY INFORMATION ACCESSIBLE VIA THE SITE AND/OR SERVICES IS ACCURATE, COMPLETE, OR CURRENT. IT IS THE USER’S RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION, OPINIONS, AND OTHER MATERIAL AVAILABLE VIA THE SITE AND/OR SERVICES.
TO THE FULLEST EXTENT PERMITTED BY ALL APPLICABLE LAWS, ALTREA LABS AND ITS AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND CONTRACTORS SHALL IN NO EVENT BE LIABLE FOR ANY CLAIMS, CHARGES, DEMANDS, DAMAGES, LIABILITIES, LOSSES, AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, ANY COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A COMPUTER OR ELECTRONIC VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF ALTREA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR ANY WEBSITE WITH WHICH IT IS LINKED. THE USER EXPRESSLY ASSUMES TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACKUP AND VIRUS-CHECKING AS THE USER DEEMS NECESSARY.
USERS OF THE SITE AND/OR SERVICES ARE RESPONSIBLE FOR THE RESULTS OF THEIR ACTIONS, AND ARE RESPONSIBLE FOR PROTECTING ACCESS TO INFORMATION TO THE SITE AND/OR SERVICES INCLUDING, BUT NOT LIMITED TO, PRIVATE KEYS, PASSWORDS, AND WALLET FILES. ALTREA LABS IS NOT AN INSURED FINANCIAL INSTITUTION. AS A RESULT, UNLIKE FUNDS HELD IN MOST BANKS OR CREDIT UNIONS, AMOUNTS DISPLAYED THROUGH THE SITE AND/OR SERVICES ARE NOT INSURED AGAINST LOSS.
EACH USER ACCEPTS AND ASSUMES THE RISK OF USING THE SITE AND/OR SERVICES AND IS SOLELY RESPONSIBLE FOR CONDUCTING SUCH USER’S OWN INDEPENDENT ANALYSIS OF THE RISKS SPECIFIC TO THE SITE AND/OR SERVICES OR THE APPLICABLE BLOCKCHAIN. EACH USER ACKNOWLEDGES THAT IN USING THE SITE AND/OR SERVICES, SUCH USER IS NOT RELYING IN ANY MANNER ON ALTREA LABS OR ITS AFFILIATES IN MAKING SUCH DECISION, AND THE FACT THAT ANY PARTICULAR ASSET IS ACCESSIBLE OR DISCOVERABLE THROUGH THE SITE AND/OR SERVICES IN NO WAY CONSTITUTES ANY ENDORSEMENT OR INDICATION THAT THE ASSET HAS UNDERGONE ANY FORM OF DUE DILIGENCE REVIEW OR QUALIFICATION, AND IN NO WAY INDICATES ANY PARTY’S OPINION THAT THE ASSET IS SAFE, SUITABLE, TRUE TO ANY THIRD PARTY REPRESENTATIONS MADE, VERIFIED OR VERIFIABLE, OR OF ANY VALUE OR QUALITY OR LEGALITY. EACH USER ACKNOWLEDGES AND AGREES THAT SUCH USER SHOULD NOT ACQUIRE OR TRADE ANY ASSETS UNLESS SUCH USER HAS SUFFICIENT FINANCIAL RESOURCES AND CAN AFFORD TO LOSE ALL VALUE OF THE ASSETS.
11. Risks Disclosure. Assumptions of Risks. THIS SECTION CONTAINS INFORMATION REGARDING SIGNIFICANT RISKS OF USING, HOLDING, AND PURCHASING CRYPTOCURRENCIES, TOKENS, OR ANY CRYPTO ASSETS, NFTS, OR INTERNET-BASED CURRENCY. PLEASE READ THIS SECTION CAREFULLY.
Each User hereby represents and warrants that any Asset such User owns, holds, operates, or interacts with was received in accordance with applicable law and such User did not conduct any violation of any law or crime regarding obtaining or selling any Asset through the Site and/or Services.
Holding and purchasing Assets, and use of the Site and/or Services, involves significant risks and potential for financial losses, including without limitation the following:
The features, functions, characteristics, operation, use and other properties of any cryptocurrency assets (“Asset Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any distributed ledger (blockchain)) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in assets may be complex, technical or difficult to understand or evaluate.
Any asset and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the asset or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a decentralized distributed ledger (blockchain) or other Underlying Technology.
Any asset, Asset Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of the asset or blockchain.
Any asset may be canceled, lost or double spent, or otherwise lose all or most of its value, due to forks, rollbacks, Attacks, changes to Asset Properties or failure of the asset to operate as intended.
Any asset may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Asset Properties or perceived value of Asset Properties, Attacks, suspension, or cessation of support for an asset by exchanges, decentralized platforms or service providers, and other factors outside our control.
Any asset may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action.
Any asset may be lost if sent to the wrong address.
Any transaction by a User and such User’s account involving an Asset may be viewable on a public blockchain ledger, including by regulatory authorities.
ALTREA LABS makes no representation whatsoever that any of the Assets that may be found or are accessible through the Site and/or Services, are safe, suitable, true to any representations made by the Asset sponsor, verified or verifiable, or of any value or quality or legality.
ALTREA LABS undertakes no responsibility for conducting any due diligence or screening process with regard to any Asset that is accessible or discoverable through the Site and/or Services.
ALTREA LABS may at any time be required by governmental authorities to freeze accounts or provide information about Users.
ALTREA LABS may at any time, with or without prior notice to users, remove any Asset from display or accessibility through the Site and/or Services for any business or regulatory reason that it may deem appropriate. In the event that any Asset held by a User is either not available or was previously available and later becomes inaccessible through the Site and/or Services, it shall be such User’s responsibility to find alternate means of accessing, trading, exchanging or managing that Asset.
12. User Content.
User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our policies contained herein. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by ALTREA LABS. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. ALTREA LABS is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
License. You hereby grant (and you represent and warrant that you have the right to grant) to ALTREA LABS an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
13. User Identity. A User may not create or use an account on the Site and/or Services for anyone other than such User. A User shall not let others use a User’s account and the User may not share such User’s login information with others. A User shall keep such User’s contact and profile information accurate and current. A User may never use another User’s account without their written permission. A User is solely responsible for the activity that occurs on such User’s account. A User shall notify ALTREA LABS immediately in writing of any breach of security or unauthorized use of a User’s account. ALTREA LABS shall not be liable for any losses or damages caused by any unauthorized use of a User’s account. By providing ALTREA LABS with an email address the User consents to ALTREA LABS using the email address to send the User Site-related notices, including any notices required by law, in lieu of communication by postal mail. If a User does not want to receive promotional email messages, such User may opt out by unsubscribing from such email communications from ALTREA LABS. The User hereby warrants that: all information that such User provides to ALTREA LABS is true and accurate; the User will not use the Site and/or Services in violation of any international, Federal, State or local law, rule, ordinance or governmental regulation; and, User will only access the Site and/or Services on computers and mobile devices for which the User is the authorized owner or has authority to access.
14. Digital Millennium Copyright Act Compliance. If a User has any copyright concerns about any materials posted on the Site and/or Services by others, please let ALTREA LABS know. ALTREA LABS complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. § 512). Please provide ALTREA LABS with written notice (“Notice”) by contacting ALTREA LABS’s Designated Agent at the following address:
ALTREA LABS, LLC
15559 Union Ave., Suite 3075
Los Gatos, CA 95032
support@altrealabs.com
To be effective, the Notice must include the following:
A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, (“Complaining Party”) of an exclusive right that is allegedly being infringed upon;
Information reasonably sufficient to permit ALTREA LABS to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address;
Identification of the allegedly infringing material on the Site and/or Services (“Infringing Material”), and information reasonably sufficient to permit ALTREA LABS to locate such material on the Site and/or Services;
Identification of the copyrighted work claimed to have been infringed upon (“Infringed Material”), or, if multiple copyrighted works at a single site are covered by a single Notice, a list of each copyrighted work claimed to have been infringed (User shall be specific as to which Infringing Material is infringing on which Infringed Material);
A statement that the Complaining Party has a good faith belief that use of Infringing Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the Notice is accurate, and under penalty of perjury, that the Complaining Party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
15. Minors. The Site and/or Services is intended for persons having the legal capacity to be bound by these Terms and Conditions of Ownership, Service, and Digital Rights. By using the Site and/or Services, the User represents and warrants that (i) such User is at least 18 years of age; and, (ii) that such User have the right, authority, and capacity to accept these Terms and Conditions of Ownership, Service, and Digital Rights and abide by all of the provisions set forth herein. Children younger than 18 years of age may not use the Site and/or Services under any circumstances.
16. Disclosures to Legal Authorities and Authorized Financial Institutions. Each User acknowledge and agrees that ALTREA LABS may share such User’s personal information with law enforcement, data protection authorities, government officials, and other authorities in the following situations:
When required by law;
When compelled by subpoena, court order, or other legal procedure;
When disclosure is necessary to report suspected illegal activity; and
When disclosure is necessary to investigate violations of ALTREA LABS’s Terms and Conditions of Ownership, Service, and Digital Rights or its Privacy Policy.
ALTREA LABS is not registered with the financial and securities regulatory authorities or commissions of any country.
17. Prohibited Use. In connection with a User’s use of the Site and/or Services, and such User’s interactions with other users, and third parties each User agrees and represents such User will not engage in any of the prohibited uses or activities set forth herein. ALTREA LABS reserves the right, at all times, to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
18. Suspension, Termination, and Cancellation. ALTREA LABS may suspend, restrict, or terminate a User’s access to any or all of the Site and/or Services if:
required by a facially valid subpoena, court order, or binding order of a government authority;
ALTREA LABS reasonably suspects such User of using the User’s wallet in connection with a prohibited use or activity;
if there is any pending litigation, investigation, or government proceeding relating to such User and/or the User’s wallet and/or ALTREA LABS perceives a heightened risk of legal or regulatory non-compliance associated with such User’s activity; and/or
if such User breaches any term or condition set forth herein.
19. Password Security; Contact Information. Each User is responsible for creating a strong password and maintaining adequate security and control of any and all passwords, keystore .json file and/or private key related to such User’s wallet or any other codes used to access such User’s wallet. Any loss or compromise of the foregoing information and/or a User’s personal information may result in unauthorized access to the User’s wallet(s) by third-parties and the loss or theft of any assets accessible through such User’s wallet(s). ALTREA LABS assumes no responsibility for any loss that any User may sustain due to compromise of wallet(s), private keys, or bin files.
20. No Investment Advice or Brokerage; Risks. For the avoidance of doubt, ALTREA LABS does not provide investment, tax, or legal advice, nor does ALTREA LABS broker trades on any User’s behalf. Each User is solely responsible for determining whether any investment, investment strategy or related transaction is appropriate based on such User’s personal investment objectives, financial circumstances and risk tolerance. Each User acknowledges and agrees that such User should consult such User’s legal or tax professional regarding such User’s specific situation. To the maximum extent allowed by law, each User agrees not to hold ALTREA LABS liable for any possible claim for damages arising from any decision made by such User based on information made available through the Site and/or Services. The Site and/or Services shall not be considered a solicitation to any person. ALTREA LABS makes no representations, warranties or other guarantees as to the accuracy or timeliness of any data or price quotes. ALTREA LABS makes no representations, warranties or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment.
21. Intellectual Property. Unless otherwise expressly agreed to in writing by ALTREA LABS or set forth herein, User shall have no rights with respect to any of ALTREA LABS’s existing or subsequently-acquired or developed Intellectual Property, as defined below, rights or trade secrets or confidential information of ALTREA LABS, and User hereby acknowledges that it shall not acquire any rights in respect thereof and that all such trade secrets and confidential information are and shall remain vested in or controlled by ALTREA LABS. “Intellectual Property” for purposes of these Terms and Conditions of Ownership, Service, and Digital Rights means (i) patents, patent applications, provisional applications, patent disclosures, including all ideas, inventions and improvements disclosed therein, and all reissues, continuations, continuations in part, divisions and reexaminations thereof; (ii) trademarks, service marks, trade names, trade dress, logos, slogans, domain names, including all goodwill appurtenant thereto, and all registrations and applications for registrations thereof and all renewals and extensions thereof; (iii) copyrights and mask works and all registrations and applications for registration thereof; (iv) computer software, software applications and platforms, websites, disks, disk drives, data, databases and user documentation and audio visuals, domain names, and text materials; (v) all trade secrets, research and development materials, processes, procedures, know how, ideas discoveries, inventions, customer lists, supplier lists, formulas, drawings and designs, technical data, marketing, financial and business plans; (vi) advertising materials currently or in the future utilized by the ALTREA LABS; and (vii) copies and tangible embodiments thereof (in whatever form or medium), and related documentation and goodwill. User acknowledges and agrees that ALTREA LABS owns the exclusive right, title and interest and into all of ALTREA LABS’s Intellectual Property. User shall not at any time do or permit to be done any act or thing which impairs or may impair the rights of ALTREA LABS with respect to ALTREA LABS’s Intellectual Property. User will never represent that it has any ownership in any of ALTREA LABS’s Intellectual Property. User expressly agrees that all of the use and goodwill of the Intellectual Property shall accrue to the sole benefit of ALTREA LABS.
22. Indemnification. User shall indemnify, defend and hold harmless ALTREA LABS and its affiliates, members, investors, managers, officers, employees, representatives, and their successors in interest and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, or expenses of whatever form or nature, including reasonable attorney’s fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of (i) any act or omission of the User; (ii) a breach by User of any representation, warranty, and/or obligation with any Indemnified Party; (iii) failure by User to pay any and all applicable taxes, customs, duties, tariffs, and the like arising from any transactions set forth in these Terms and Conditions of Ownership, Service, and Digital Rights; (iv) any and all corrupt data, viruses, malware, or security breaches directly or indirectly introduced by the User; (v) a violation by User (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable) of any applicable law, regulation, or order of the United States or any other applicable government or quasi-governmental authority; and/or (vi) use of the Site and/or Services by User (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable). The indemnification obligations under this Section shall continue indefinitely.
23. Independent Contractor. The parties agree that for all intents and purposes, ALTREA LABS is an independent contractor and nothing set forth herein shall be construed as creating any partnership, joint venture, agency or employment relationship whatsoever between User and ALTREA LABS.
24. Force Majeure. ALTREA LABS shall not be liable for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by any event beyond its control, including, without limitation, acts or omissions of any manufacturer, accident, fire, pandemic, epidemic, actual or threatened strike or riot, explosion, mechanical breakdown (including technological or information systems), company shutdown, unavailability of or interference with necessary transportation, any raw material, internet, or power shortage, compliance with any law, regulation or order, acts of God or public enemy, prior orders from others, or limitations on ALTREA LABS’s or a manufacturer’s products or marketing activities or any other cause or contingency beyond ALTREA LABS’s direct control.
25. Assignment. The rights under these Terms and Conditions of Ownership, Service, and Digital Rights are not assignable nor are the duties delegable by User without the written consent of ALTREA LABS first having been obtained, and any attempted assignment or delegation without such consent will be null and void. Nothing contained in these Terms and Conditions of Ownership, Service, and Digital Rights is intended to convey upon any person or entity, other than the parties and their successors in interest and permitted assigns, any rights or remedies under or by reason of these Terms and Conditions of Ownership, Service, and Digital Rights unless expressly stated. All covenants, agreements, representations and warranties of the parties contained in these Terms and Conditions of Ownership, Service, and Digital Rights are binding on and will inure to the benefit of User and ALTREA LABS, respectively, and their respective successors and permitted assigns.
26. Captions and Section Headings. Captions and section headings are for convenience only, are not a part of these Terms and Conditions of Ownership, Service, and Digital Rights and may not be used in construing them.
27. Waiver of Terms and Conditions of Ownership, Service, and Digital Rights. The failure of ALTREA LABS in any one or more instances to insist upon performance of any of the Terms and Conditions of Ownership, Service, and Digital Rights contained herein, or to exercise any right or privilege hereunder, shall not be construed as a waiver of any of ALTREA LABS’s rights or privileges hereunder.
28. Governing Law; Venue. These Terms and Conditions of Ownership, Service, and Digital Rights shall be governed by and construed in accordance with the laws of the State of California, including its provisions of the Uniform Commercial Code, without regard to choice or conflicts of law principles. These Terms and Conditions of Ownership, Service, and Digital Rights shall be deemed to have been entered into in California, U.S.A., regardless of the residence or place or places of business of the User.
29. Arbitration; Class Action Waiver. THE USER AND ALTREA LABS HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
User and ALTREA LABS agree to resolve any claims arising out of or relating to these Terms and Conditions of Ownership, Service, and Digital Rights, the Site, and/or the Services, regardless of when the claim arose, even if it was before these Terms and Conditions of Ownership, Service, and Digital Rights existed (a “Dispute”), through final and binding arbitration.
In the event of a Dispute, either User or ALTREA LABS may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings. The activities described in these Terms and Conditions of Ownership, Service, and Digital Rights, the Site, and/or the Services may involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.
The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be San Francisco, California. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of San Francisco, California have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.
This section does not require informal dispute resolution or arbitration of injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation.
The User hereby agrees that any Dispute shall be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. The User knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim.
30. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM USER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OF OWNERSHIP, SERVICE, AND DIGITAL RIGHTS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
31. OFAC. Pursuant to United States Presidential Executive Order 13224 (“Executive Order”), User may be required to ensure that it does not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons (“List”) generated by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. The names or aliases of these persons or entities (“Blocked Persons”) are updated from time to time. User certifies, represents and warrants to ALTREA LABS that: (a) it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or any other banned or blocked person, entity, nation or transaction pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control; and (b) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. User hereby agrees to defend, indemnify and hold ALTREA LABS harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.
For questions or feedback about these Terms and Conditions of Ownership, Service, and Digital Rights, please contact ALTREA LABS at:
ALTREA LABS, LLC
15559 Union Ave., Suite 3075
Los Gatos, CA 95032
support@altrealabs.com