THIS AGREEMENT GOVERNS YOUR RELATIONSHIP WITH
1. Agreement to Terms
By using our Site, you agree to be bound by these Terms. If you do not want to be bound by these Terms, do not use the Site.
2. Your Obligations
You are solely responsible for your own conduct while accessing or using the Site, and for any consequences thereof. You agree to use the Site only for purposes that are legal, proper and in accordance with these Terms 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, hateful, violent, 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; (iv) upload, post, transmit or otherwise make available through the Site any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users&APOS; use of the Site; (vii) use the Site for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of the Site; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of it; (x) use any technology to collect information about the Site’s for any unauthorized purpose; (xi) access or use the Site 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 by this Section, 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.
3. Brand Ownership
Unless otherwise stated, Lonely Lily Studios, LLC and/or its licensors and Affiliates own the intellectual property rights published on this website, including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes) and all other content or any description available on the Site or available via a link from Site to a page created by Lonely Lily Studios on another website. Lonely Lily Studios, LLC’s content is the sole property of Lonely Lily Studios, LLC and/or its licensors, Affiliates, or third-party service providers.
You acknowledge and agree that Lonely Lily Studios, LLC and/or its licensors and Affiliates own all legal rights, title, interest in the Art associated with any Licensed NFTs, and all intellectual property rights, including but not limited to, trademark and copyright rights, therein. Any rights provided to you upon purchase or ownership of a Licensed NFT are limited to those expressly stated herein. Lonely Lily Studios, LLC reserves all rights and ownership to the Licensed NFTs and Art not specifically granted to the User in this Agreement.
4. User Ownership
Upon you assuming Ownership of a Licensed NFT and accepting the Terms and Conditions of this Agreement, Lonely Lily Studios, LLC and/or its licensors and Affiliates shall grant you a non-exclusive, worldwide, royalty-free license to 1) use, display, or otherwise enjoy the Art of your Licensed NFT for your own personal use; 2) commercialize your Licensed NFT by producing and selling physical merchandise that portrays the Licensed NFT’s underlying Art in its entirety; 3) sell or transfer your Licensed NFTs to another party pursuant to Section 7 of this Agreement; and 4) use your Licensed NFT as part of a third-party website or application which permits the inclusion, involvement, and/or participation for your Licensed NFTs, provided that the website or application cryptographically permits and verifies each NFT owner’s rights and ownership to display the Art and the website or application ensures only the actual owner can display the Art.
You understand and agree that these rights are licensed solely to the rightful and legal Owner of the Licensed NFT. Your licensed rights to the Licensed NFT will terminate upon the rightful and legal sale or transfer of your Licensed NFT in accordance with Sections 7 and 8 of this Agreement and the new Owner, upon their acceptance of the Terms and Conditions of this Agreement, shall receive these licensed rights.
5. Restrictions to Use
You understand and agree that any physical merchandise that you produce must incorporate every element and trait of your Licensed NFT in full. The individual layers and traits of the Licensed NFTs are not owned by you and are the sole property of Lonely Lily Studios, LLC and/or its licensors and Affiliates. Such commercialization rights are limited to the Licensed NFTs that you own, and those rights do not extend to or include the Licensed NFT Crops that Lonely Lily Studios, LLC and/or its licensors and Affiliates may provide to you.
You further understand and agree that this license does not permit the ability to create any digital merchandise. The creation and minting of any new NFTs which are derivatives of your Licensed NFTs are expressly prohibited.
You understand and acknowledge that you may not, nor permit any third party to do or attempt to do the foregoing without the express prior written consent from Lonely Lily Studios, LLC and/or its licensors and Affiliates; (1) modify the Art in your Licensed NFT or any applicable Licensed NFT Crop in any way, including, without limitation, the shapes, designs, drawings, attributes, color schemes, or design elements of the Licensed NFT; (2) produce any merchandise in connection with your Licensed NFT that depicts lewd behavior, illegality, hatred, intolerance, cruelty, vulgarity, pornographic or other “adult-only” material, discrimination, or otherwise harmful material to the Art and Franky’s Dinner’s Brand; (3) or attempt to trademark, copyright, or otherwise attempt to acquire additional intellectual property rights in your Licensed NFT or any applicable Licensed NFT Crop.
6. Termination of License
The licensed rights granted to you in Section 4 of this Agreement shall automatically terminate if you perform any of the following actions: 1) you sell, trade, donate, or otherwise transfer your Licensed NFT in any manner; (2) you breach any terms of this Agreement or any Terms & Conditions for the designated NFT Trading Platform; or (3) you engage in or initiate any legal actions against Lonely Lily Studios, LLC and/or any of their affiliates, and each of their respective officers, directors, members, affiliates, agents, or employees.
Upon termination of your licensed rights, you must immediately cease and desist all activities and rights granted to you from Section 5. This includes ceasing all activities involving the Licensed NFT for your own personal use and creating or selling physical merchandise that incorporates the Art of the Licensed NFT.
7. Fees and Payment
- If you elect to purchase a Franky’s Dinner NFT through the Site, 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. 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 or any other transactions that you conduct via the Ethereum network.
- Ethereum 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. This means that you will need to pay a Gas Fee for each transaction.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK, AND THAT THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SITE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE, (III) THE SITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFUL MISCONDUCT.
- WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK NOR DO WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES REGARDING ANY SMART CONTRACTS.
- NO COMMUNICATION OR INFORMATION PROVIDED TO YOU BY THE COMPANY IS INTENDED AS, OR SHALL BE CONSIDERED OR CONSTRUED AS, INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY OTHER SORT OF ADVICE. BEFORE MAKING THE DECISION TO BUY, SELL OR HOLD ANY NFT, YOU SHOULD CONDUCT
YOUR OWN DUE DILIGENCE AND CONSULT YOUR FINANCIAL ADVISORS BEFORE MAKING ANY INVESTMENT DECISION. THE COMPANY WILL NOT BE HELD RESPONSIBLE FOR THE DECISIONS YOU MAKE TO BUY, SELL, OR HOLD ANY NFT AVAILABLE AT THE SERVICE.
- EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A
WRITING BY US, OUR SERVICE AND/OR SERVICES ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICE AND/OR OPPORTUNITIES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
- YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR
TRANSFER THROUGH THE SERVICE MAY BECOME
IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY
UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING
SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY
PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR
OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS,
SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER
CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE
SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING
DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR
TRANSFER THROUGH THE SERVICE. COMPANY SHALL HAVE NO
LIABILITY FOR ANY LOSS OR DAMAGE TO INFORMATION IN YOUR
- SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO CERTAIN USERS.
No Guarantees or Future Promises
Lonely Lily Studios, LLC hopes to put out more content and create things in the future that you can all be proud of and have outlined many of our intentions as such. However, the landscape around NFTs is shifting and legally gray in many ways. When you purchase your Franky’s Dinner NFT, you agree that your purchase from our initial launch of NFTs is all you are guaranteed to receive in exchange for your funds. Whether through primary or secondary channels, the art is what you receive. Any future benefits are ancillary to this purchase and not to be taken into consideration with your initial purchase. You agree that you are not relying on any future commitments by Lonely Lily Studios, LLC in using this site and participating in our NFT launch.
10. Limitation of Liability
- YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $500.
- YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU WITHOUT THESE LIMITATIONS.
11. Risk Assumption
You accept and acknowledge each of the following:
- To the extent that you sell your Franky’s Dinner NFT, please be aware that the prices of NFTs are extremely volatile and fluctuations in the prices of other NFTs and impact the price of your Franky’s Dinner NFT both positively and negatively. Given the volatility, NFTs such as Franky’s Dinner should not be considered an investment. You assume all risks in that connection.
- Ownership of a Franky’s Dinner NFT confers ownership of digital artwork only. Accordingly, no information on this Site (or any other documents mentioned therein) is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this Site qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. Due to the artistic nature of the project, MAYC has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to assure that the purchase of the Franky’s Dinner NFT and the associated art is in compliance with laws and regulations in your jurisdiction.
- You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.
- NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your Franky’s Dinner NFT. You understand and accept all risks in that regard.
- You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform.
You agree to hold harmless and indemnify Lonely Lily Studios, LLC and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys&APOS; fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Site, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Site.
13. Changes to the Terms and Conditions
We may make changes to the Terms at our discretion. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Site.
Our Site is not intended for children. You must be at least 18 years old to access this Site or purchase a Franky’s Dinner NFT. If you are under 18 years old you are not permitted to use this Site for any reason. By accessing the Site, you represent and warrant that you are at least 18 years of age.
15. Dispute Resolution; Arbitration
All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Site, or to any products sold or distributed through the Site, will be referred to and finally resolved by arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be New York, New York. 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, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SITE OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE SITE, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
16. General Prohibitions and Lonely Lily Studios, LLC’s Enforcement Rights.
- (a) Use, display, mirror, or frame in any way the Site or any individual element within the Site, Lonely Lily Studios, LLC’s name, any Lonely Lily Studios, LLC trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Lonely Lily Studios, LLC’s express written consent;
- (b) Access, tamper with, or use in any way non-public areas of the Site, Lonely Lily Studios, LLC’s computer systems, or the technical delivery systems of Lonely Lily Studios, LLC’s providers;
- (c) Attempt to or actually probe, scan, or test in any way the vulnerability of (or lack of vulnerability of) any system or network (collectively, “Systems”), or breach any security or authentication measures, available or accessible through, or related to, the Site;
- (d) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent, in any way, any measure implemented by Lonely Lily Studios, LLC or any of Lonely Lily Studios, LLC’s providers or any other third party (including another user) to protect the Site or any element thereof of any;
- (e) Attempt to or actually access or search the Site, or download content (or any element thereof) from the Site, using any engine, software, tool, agent, device, or other mechanism (including spiders, robots, crawlers, data mining tools or the like) or modality other than the software and/or search agents expressly provided by Lonely Lily Studios, LLC or other generally available third-party web browsers;
- (f) Access or use the Site, or any portion or element thereof, for any commercial purpose or for the benefit of any third party, or in any other manner not permitted by these Terms;
- (g) Attempt to or actually decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site, or any element thereof, or any of the Systems;
- (h) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or any Systems;
- (i) Impersonate or misrepresent your affiliation with any person or entity, including but not limited to Lonely Lily Studios, LLC or any representative or agent thereof;
- (j) Violate any applicable law or regulation; or
- (k) Directly or indirectly encourage or enable any other individual to do any of the foregoing.
(l). You shall not use our Service to advertise, solicit, or transmit any
- commercial advertisements, including chain letters, junk e-mail or
- repetitive messages (spim and spam) to any other user or third
- (m). You shall not use our Service to engage in any illegal conduct
- including but not limited to activities related to money-laundering,
- drug trafficking, human trafficking, weapon trafficking, terrorism,
- securities fraud, or tax evasion. The User represents and
- warrants that he/she will not use the Service to assist any other
- party in any illegal activity; and you shall not use our Service to:
- distribute spam, junk communications or chain letters; reverse
- engineer or otherwise improperly access any of the Service’s or
- the platforms underlying code or technical mechanisms; cause
- damage to the Service or the Company through any means,
- including (but not limited to) through the use of malware, viruses,
- illegitimate credentials, phishing, brute force attacks, SQL
- exploits, or any other method of detrimentally intercepting,
- interrupting, or damaging any information or functionality related
- to the Service. You are entirely responsible for any tax liability
- which may arise from minting or reselling your Cactoid Labs
- (n). Notwithstanding the foregoing, the Company may refuse to
- provide Service or Opportunities to any person for any reason or
- no reason whatsoever, in its sole discretion.
Lonely Lily Studios, LLC is not obligated to monitor access to or use of the Site or to review or edit any Site content. However, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to the Site (or any element or content therein or thereof), at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate actual and suspected violations of these Terms and other conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
You understand that from time to time the Company may be required to collect personal data from you, including but not limited to, identification information such as name, email address, and shipping address and cryptocurrency wallet information. You acknowledge and agree that we may share personal information with third-party service providers who aid us in meeting our operational needs, including but not limited to, third-party payment processing services, hosting services,cloud services, and other information technology services. We may also share personal information as required to comply with applicable laws and regulations, including but not limited to OFAC rules and regulations.Company recognizes that any data provided by you to us is extremely important and we shall, therefore, be particularly sensitive in handling such data. Company shall not sell any personal information to any third parties. Company shall use commercially reasonable efforts to employ technical, organizational and physical safeguards designed to protect the personal information we collect and safeguard your data.Nevertheless, no security measures are failsafe and we cannot guarantee the security of your personal information. You are advised that there are inherent security risks in transmitting data, such as emails, addresses or other personal information, via the website, because it is impossible to safeguard completely against unauthorized access by third-parties. Company shall not be held liable for any damages incurred as a consequence of such security risks or for any related acts of omission on our part.