This is a legally binding agreement (the "Agreement") between BIG3 LLC ("Big3") and You as (i) a purchaser of a Big3 Ownership NFT (defined below) or (ii) any subsequent purchaser or receiver of a Big3 OwnershipNFT (also referred to herein as "You" or "Your"), governing Your purchase of a Big3 Ownership NFT.
The "Effective Date" of this Agreement is the date on which You accept this Agreement by purchasing, acquiring, or possessing a Big3 Ownership NFT.
YOU ACKNOWLEDGE AND UNDERSTAND THAT THE BIG3 OWNERSHIP NFTSARE UTILITY TOKENSTHAT ENTITLE ITS HOLDER TO CERTAIN BENEFITS AND ACCESS TO FUTURE PRODUCTS AND SERVICES OFFERED BY BIG3.
YOUFURTHER ACKNOWLEDGE AND UNDERSTAND THAT THE SALE OF THE BIG3 OWNERSHIP NFTS ARE INTENDED FOR ENTERTAINMENT PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS CONFERRING ANY INTEREST IN ANY SECURITY, ENTITY, INVESTMENT VEHICLE OR CONTRACT, INCLUDING, BUT NOT LIMITED TO THE BIG3 OR ANY BIG3 TEAM.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU HAVE NO EXPECTATION OF PROFIT ASSOCIATED WITH YOUR PURCHASE OR OWNERSHIP OF A BIG3 OWNERSHIP NFT, THE UTILITIES DEFINED HEREIN, THE EFFORTS OF BIG3 OR ANY THIRD PARTYOR, IN THE CASE OF FIRE TIER OWNERS, THE APPROVAL OF ANY OFFERING BY THE SECURITIES AND EXCHANGE COMMISSION SET FORTH IN SECTION 4BELOW.
YOU FURTHER UNDERSTAND THAT ANY REFERENCES TO SECONDARY MARKETS FOR NFTS ARE PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND YOU ACKNOWLEDGE AND AGREE THAT YOUR PURCHASE OF ANY BIG3 OWNERSHIP NFT IS NOT IN RELIANCE OF THE EXISTENCE OF ANY SUCH SECONDARY MARKET THAT MAY OR MAY NOT SUPPORT THE BIG3 OWNERSHIP NFT.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND MUST NOT PURCHASE ANY BIG3 OWNERSHIP NFTS.
"Art" means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with aBig3 Ownership NFT.
"Big3 IP" means (i) the name "Big3" and associated logos and (ii) the name of the Big3 basketball team associated with the Fire Tier Big3 Ownership NFT and associated logos. Big3 IP does not include the name and/or likeness of any Big3 player or coach, which are expressly excluded from the definition of Big3 IP.
"Big3 Ownership NFT" shall refer to any ERC-721 or ERC-721A token originally offered for sale by Big3 on the Website.
"Fire Tier Owner" means the current owner of a Fire Tier Big 3 Ownership NFT that has rightfully acquired the Fire Tier Big3 Ownership NFT from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. If the Fire Tier Big3 Ownership NFT is owned fractionally by multiple owners, only the person or entity who actually possesses the Digital Wallet holding the Fire Tier Big3 Ownership NFT is given the rights under this Agreement. For clarity, any person or entity that only owns a fractional interest in the Fire Tier Big3 Ownership NFT is not a Fire Tier Owner within the meaning of this Agreement and does not have any right to access the Utilities.
"Gold Tier Owner" means the current owner of a Gold Tier Big 3 Ownership NFT that has rightfully acquired the Gold Tier Big3 Ownership NFT from a legitimate source, where proof of such purchase is recorded on the relevant block chain. If the Gold Tier Big3 Ownership NFT is owned fractionally by multiple owners, only the person or entity who actually possesses the Digital Wallet holding the Gold Tier Big3 Ownership NFT is given the rights under this Agreement. For clarity, any person or entity that only owns a fractional interest in the Gold Tier Big3 Ownership NFT is not aGold Tier Owner within the meaning of this Agreement and does not have any right to access the Utilities.
"Initial Purchase Price" shall refer to the amount paid by any person or entity in connection with the purchase of a Big3 Ownership NFT from Big3 on the Website.
"NFT" means any blockchain-tracked, non-fungible token.
"NFT Owner" shall refer generally to any Fire Tier Owner or GoldTier Owner.
"Secondary Transaction" means any transaction in which a Big3 Ownership NFT is resold by a current NFT Owner to another person or entity or is otherwise transferred subsequent to its initial purchase.
"Third Party IP" means any thirdparty name, nicknames, images, likenesses, copyrights, trademarks, trade dress, or any other intellectual property rights recognized in any country or jurisdiction in the world associated with Big3 Ownership NFTs.
"Utilities" shall have the meaning set forth in Section 3 of this Agreement.
"Website"" shall refer to https://www.big3.com.
By purchasing a Big3 Ownership NFT, You obtain certainownership benefitsassociated with that particular NFT (collectively, the "Utilities"), including,access to future products and services offered by Big3. TheUtilitiesdo not include any equity interest, actual or contingent, in the Big3 or any Big3 team nor does possessing a Big3 Ownership NFT confer upon You any ownership interest in the intellectual property rights associated with the Art, Big3 IP and/or ThirdParty IP, which You are granted a license to use pursuant to Section 3 of this Agreement.
You further acknowledge and agree that Big3 and its licensors reserve all rights in and to the Art, Big3 IP and/or Third Party IP not expressly granted to You in Section 3 of this Agreement. You further acknowledge and agree that You are entitled to the use of the Utilities for so long as You remain an NFT Owner (as recorded on the relevant blockchain) and that the Utilities provided herein apply only to the period in which You remain an NFT Owner.
Notwithstanding any provision herein, if You acquired a Big3 Ownership NFT through theft, fraudulent or deceptive means, You are prohibited from displaying that Big3 Ownership NFT or using the Utilities, Art, Big3 IP or Third Party IP associated with that unlawfully obtained Big3 Ownership NFT. Any display or use of a Big3 Ownership NFT procured by theft, fraud or deceptive means constitutes an unlawful and unauthorized use of that particular Big3 Ownership NFT, the Art, and associated Utilities, and shall constitute willful copyright and intellectual property infringement of the Art, Big3 IP and Third Party IP.
As of the "Last Updated" date of this Agreement, the current Utilities available to Fire Tier Owners and Gold Tier Owners are as follows:
|Regular Season Games||Fire Tier Owner||Gold Tier Owner|
|Reserved Owner Suites with A level catering||Yes||No|
|Reserved Owners section||Yes
|Backstage access area||Yes||No|
|Player and coach meet and greets||Yes||Yes|
|Invites to practices (usually day before)||Yes||1x/season|
|Attendance to on-site gameday press conferences||Yes||No|
|Availability to purchase additional quality tickets before general on-sale||Yes||Yes|
|Attendance to owner parties after gamedays||Yes||Yes
|Owner parking and special entrance||Yes||No|
|Team CEO/Pres/VP (as chosen below from 100 Fire) get 2 courtside seats each for all events||Yes||No|
|Playoffs & Championship Games|
|(Qualifying team owners)|
|Exclusive After Party||Yes||Yes
|Free hotels for Championship Weekend||Yes||No|
|5 extra seats first 5 rows||Yes||Yes|
|All-Star/Celebrity Game (Bahamas 2022)|
|Free hotels for Championship Team Owners||Yes||No|
|Fire Tier Owner||Gold Tier Owner|
|Pre-Draft Party (starting in 2023)||Yes||No|
|Receive real championship Ring (same one as players (Also partake in ring ceremony)||Yes
Ceremony, plus NFTs
|Exclusive Merch collabs||Yes||Yes|
|Personally signed Fireball by your team plus Coach, Commissioner & Founders||Yes||Yes|
|Whitelisted for any BIG3 expansion or international team ownership drops||Yes||Yes|
|Press Releases in advance of media servicing||Yes||Yes|
|Sponsor created/provided experiences||Yes||Yes|
|Discord access for owners only||Yes||Yes|
|Fire Tier Owner||Gold Tier Owner|
|Video call with owners/team/coach after games or week of game||Yes||Yes
|Pre-Draft strategy calls with Coach & Player Captains||Yes||Yes
|Video call with Clyde/Jeff/Cube (3x/year)||Yes||Yes|
|Weekly call with referees||Yes||Yes|
|Fire Tier Owner||Gold Tier Owner|
|Select weekly & season awards||Yes||Yes|
|Select Team CEO/Pres/VP amongst owners||Yes||No|
|Select Team colors each week||Yes||Yes|
|Select Player of game/week for CBS/online PR||Yes||Yes|
|Select All Star Participants||Yes||Yes
|Rank Top 10 Plays weekly||Yes||Yes
|Select best highlights to service to media (SportsCenter, print, etc.)||Yes||Yes|
|Provided Highlights and exclusive content for Owners’ social media||Yes||Yes|
Subject to compliance with this Agreement,Big3 hereby grants all Gold Tier Ownersa revocable, non-exclusive, non-sublicensable, non-assignable, non-transferrable, and non-exclusive royalty-free license to use, copy, and display the Art andBig3 IP associated with your Big3 Ownership NFT solely for the following purposes: (i) personal, non-commercial use and (ii) efforts to sell or otherwise transfer the associated Gold Tier Big3 Ownership NFT consistent with the ownership of it (e.g., posting the Art on a sales listing on an NFT marketplace).
It is hereby acknowledged and agreed that the foregoing license only lasts for as long as the Gold Tier Owner remains a lawful owner and holder of a Gold Tier Big3 Ownership NFT.Upon sale or transfer, any and all rights associated with the Gold Tier Big3 Ownership NFT will transfer to the receiving Gold Tier Owner, and the transferor shall no longer have the benefits of any rights to use the Art and Big 3 IP.
It is hereby acknowledged and agreed that Big3 owns and retains all title, interest, ownership rights in and to the Art and Big3 IP. Without limitation, Gold Tier Owner shall not, nor permit any thirdparty to do or attempt to do any of the following without express prior written consent from Big3: (i) modify the Art or Big3 IP; (ii) use the Art or Big3 IP to advertise, market, or sell any product or service; (iii) use the Art or Big3 IP in any other form of media, except solely for the Gold Tier Owner’s own personal, non-commercial use; (iv) 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 or Big3 IP; or (v) otherwise utilize the Art or Big3 IP for the Gold Tier Owner or any thirdparty’s commercial benefit.All rights not expressly granted to You are expressly reserved by Big3.
In addition to those rights granted to Gold Tier Owners in Section 3(a) above and subject to approval by Big3, which shall not be unreasonably withheld,Big3 hereby grants all Fire Tier Ownersa revocable, non-exclusive, non-sublicensable, non-assignable, non-transferrable, and non-exclusive license to use the Art and Big3 IP associated with Your Big3 Ownership NFTto create artwork ("Owner-Created Artwork")for display on tangible merchandise (hats, shirts, etc.) distributed and manufactured through Big3 licensees and other approved channels of distribution and manufacturing.Reasonable cause to deny the useof the Owner-Created Artwork shall include Owner-Created Artworks the violate the "Restrictions on Use" set forth in Section 6 below or conflict with an existing Big3 sponsorships.
Asconsideration for the commercial use of Owner-Created Artworkset forth above, Fire Tier Owners hereby assign and transfer to Big3, on a definitive, irrevocable, exclusive and worldwide basis (the "Assignment and Transfer"), all right, title and interest in, to and under, and any and all intellectual property rights arising out of, relating to or derived from the Owner-Created Artwork in perpetuity, including (i) any and all rights to reproduce all or part of the Owner-Created Artwork (adapting rights included), using any and all methods now in existence or hereinafter discovered, without limitation;and (ii)any and all rights to represent all or part of the Owner-Created Artwork using any methods now in existence or hereinafter invented, without limitation.
Fire Tier Ownersforever quitclaim and disclaim any right, title or interest in, to and under any intellectual property related to or derived from the Owner-Created Artwork (in whole or in part) and hereby waive any and all moral rights of any kind arising in any jurisdiction throughout the world in perpetuity, including "droit moral," with respect to the Owner-Created Artwork.
Fire Tier Owners agree that Big3shall have sole and absolute discretion concerning all advertising, promotional, marketing and commercialization activities, including the conceptualization and execution of the same, relating to the Owner-Created Artwork. Further, if Fire Tier Ownerspossess any such rights that cannot be assigned to Big3, Fire Tier Ownerswaive the enforcement of such rights against Big3and/or third parties authorized by Big3and if Fire Tier Owners have any rights that cannot be assigned or waived, Fire Tier Owners hereby grant to Big3 an exclusive, irrevocable, perpetual, worldwide, fully paid license, with the right to sublicense, to such rights.
This Assignment and Transfer is granted for the whole world and shall remain in force for the entire term of protection as granted currently and subsequently by United States and foreign laws.
In connection with the Assignment and Transfer, Big3 and/or third parties authorized by Big3 shall be fully entitled to use, incorporate, develop, adapt, decline, manufacture, distribute, sell and promote, by any and all means (including but not limited to merchandising, advertising, public and press relations and press releases), all or part of the Owner-Created Artwork,subject to the payment of the Owner-Created Royalty (defined below).
Big3 shall have the irrevocable and exclusive right throughout the world to apply to register and to own the registration of any and all intellectual property arising out of, relating to and/or derived from the Owner-Created Artwork (in whole or in part), and Fire Tier Owners consent to Big3’s right to register such intellectual property. Each applicable Fire Tier Owner undertakes, if the case should arise, to execute, and/or furnish all documents requested by Big3 and do any such further acts that shall be required in order for Big3 to secure such rights, as requested by and at the expense of Big3. Furthermore, any and all copyrightable Owner-Created Artworks shall be a Work Made For Hire (as such phrase is defined under the U. S. Copyright laws, 17 U.S.C. § 101 et seq.) owned by and for the benefit of Big3.
Fire Tier Owners expressly waive any right to require that their names be included or placed on any Owner-Created Artwork or used in connection with any promotional media.
Except for material in the public domain or obtained with permission from Big3, each Fire Tier Owner represents and warrants that each element of the Owner-Created Artwork is original material created by such Fire Tier Owner. Each Fire Tier Owner further represents and warrants that the Owner-Created Artwork does not infringe the copyright, trademark, patent, moral rights (droit moral), right of privacy, right of publicity or any other right of any thirdparty or contain any defamatory material.
Big3 shall remit to the Fire Tier Owner who submitted the applicable Owner-Created Artwork a royalty (the "Owner-Created Royalty")equal to eighty (80%) percent of the net revenue received by Big3 from the sale of the merchandise featuring the Owner-Created Artwork. In the event more than one Owner-Created Artwork is used in connection with a piece of merchandise, the Owner-Created Royalty shall be split proportionately between the applicable Fire Tier Owners.
It is hereby acknowledged and agreed that the foregoing license only lasts for as long as a Fire Tier Owner remains the lawful owner and holder of a Fire Tier Big3 Ownership NFT. Upon sale or transfer, any and all rights associated with the Fire Tier Big3 Ownership NFT, including the right to receive the Owner-Created Royalty, shall transfer to the receiving Fire Tier Owner, and the transferor shall no longer have the benefits of any rights to use the Art or Big 3 IP or to receive any Owner-Created Royalty. Notwithstanding the termination of the Owner-Created Royalty, Big3 shall continue to have the right to exploit the Owner-Created Artwork for any and all purposes, by any and all means, as permitted and authorized herein, subject to paying the Fire Tier Owner OF the Owner-Created Royalty.
THE OWNER-CREATED ROYALTY SHALL ACCRUE AND BE ACCOUNTED FOR ON A SEMI-ANNUAL BASIS WITHIN SIXTY (60) DAYS FOLLOWING THE PERIODS ENDING JUNE 30 AND DECEMBER 31 OF EACH YEAR.SUCH OWNER-CREATED ROYALTY SHALL BE PAYABLE TO THE FIRE TIER OWNER OF RECORD ON THE DATE SUCH ACCOUNTING AND/OR STATEMENT ARE ISSUED.FOR THE AVOIDANCE OF DOUBT, THE OWNER-CREATED ROYALTY DOES NOT ACCRUEUPON SALE OF THE MERCHANDISE FEATURING THE OWNER-CREATED ARTWORK. MOREOVER, UNDER NO CIRCUMSTANCES WOULD THE OWNER-CREATED ROYALTY BE PAYABLE TO MORE THAN ONE FIRE TIER OWNER.
The Owner-Created Royalty is solely applicable to uses of the Owner-Created Artwork in connection with the design, manufacture, sale and distribution of official tangible Big3 merchandise (i.e.real-life merchandise) and shall not include thedesign, manufacture, sale and distribution of any virtual wares, NFT’s or other digital creations. Notwithstanding the foregoing, nothing contained herein shall limit the Assignment and Transfer (defined below) or Big3’s right to use, incorporate, develop, adapt, decline, manufacture, distribute, sell or promote, for any and all purposes, by any and all means, the Owner-Created Artwork subject to the payment of the Owner-Created Royalty.
Notwithstanding the foregoing, it is hereby acknowledged and agreed that Big3 owns and retains all title, interest, ownership rights in and to the Art and Big3 IP. Without limitation, Fire Tier Owners shall not (except as permitted by this Section 3(b)), nor permit any thirdparty to do or attempt to do any of the following without express prior written consent from Big3: (i) modify the Art or Big3 IP; (ii) use the Art or Big3 IP to advertise, market, or sell any product or service; (iii) use the Art or Big3 IP in any other form of media, except solely for the Fire Tier Owners’ own personal, non-commercial use; (iv) sell or distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), the Art or Big3 IP or otherwise commercialize merchandise that includes, contains, or consists of the Art or Big3 IP; or (v) otherwise utilize the Art or Big3 IP for the Gold Tier Owner or any thirdparty’scommercial benefit.
All rights not expressly granted to You are expressly reserved by Big3.
Subject to qualification underRegulation Aof Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings (hereinafter referred to as the "Regulation A+ Offering"), Fire Tier Owners will receive 40% of the net sale proceeds (to be determined at the time of sale) generated from future sales of their team. These net proceeds shall be divided equally among the twenty-fire (25) Fire Tier Owners such that each Fire Tier Ownerreceives1.6% of the net sale proceeds for each Fire Tier Big3 Ownership NFT owned by that individual or entity at the time of the team’s sale.
In the event that the Regulation A+ Offering is qualified/approved by the SEC, current Fire Tier Owners who satisfy the requirements set forth in Regulation Awill be airdropped (issued) a new Fire Tier PlusBig3 Ownership NFT.
YOU HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT THE CURRENT FIRE TIER BIG3 OWNERSHIP NFTS BEING OFFERED FOR SALE DO NOT CONFER UPON YOU ANY EQUITY INTEREST IN BIG3 OR ANY TEAM ASSOCIATED WITH BIG3 NOR ARE YOU ENTITLED AS A FIRE TIER OWNER TO ANY PROFITS DERIVED FROM THE OPERATIONS OF BIG3 OR ANY OF THE TEAMS ASSOCIATED WITH BIG3 OTHER THAN IN CONNECTION WITH THE SALE OF YOUR TEAM.
YOU FURTHER ACKNOWLEDGE THAT YOURDECISION TO PURCHASE A FIRE TIER BIG3 OWNERSHIP NFT IS NOT BASED UPON ANY EXPECTATION OF APPROVAL OF THE REGULATION A+ OFFERING OR ANY PROMISE OR GUARANTY THAT SUCH REGULATION A+ OFFERING WILL, IN FACT, BE APPROVED.
Payments may be processed through a thirdparty payment gateway, including, without limitation, Moonpay. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or any third party for any claims or damages that may arise due to any payments or transactionsyou engage in via Moonpay or any other payment or transactions you conduct via the Ethereum network. We do not provide refunds for any purchases that you might make on or through Moonpay.
Your use of Moonpay’s services is subject to their terms and conditions, available at https://www.moonpay.com/legal/terms_of_use.
Buying, selling or transferring Big3 Ownership NFTs may be subject to fees, royalties and other charges ("Fees") established from time to time in the sole discretion of Big3 or thirdparty service providers. These Fees include: (i) service fees established by and payable to any thirdparty payment gateway; (ii) commissions on secondary sales of any Big3 Ownership NFT (defined below as a"Royalty Fee"); and (ii) "gas" (fees paid to Ethereum miners in ETH through Users’ independent wallet applications as consideration for mining the Users’ transactions). "Gas" fees are set by the User through the User’s independent Ethereum wallet application, based on the market conditions on Ethereum.
All Secondary Transactions are subject to the following terms: (i) the Big Three Ownership NFT transferee (the "Transferee") shall, by receiving an ownership interest in the Big3 Ownership NFT, be deemed to accept all of the terms of this Agreement; (ii) the Big3 Ownership NFT transferor (the "Transferor") shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, (iii) the Seller/Transferor shall pay Big3 a sum equal to 10% of the gross amounts paid by the Purchaser/Transferee (the "Royalty Fee"), which shall be immediately due and payable to Big3 upon sale or transfer.
You acknowledge and agree that the amounts payable to Big3 on Secondary Transactions do not include and is not intended to cover any additional fees imposed or required by the transferring platform or NFT marketplace through which You sell or transfer a Big3 Ownership NFT.
You further acknowledge and agree that all Secondary Transactions will be effectuated on the Ethereum blockchain, the blockchain network governing the Big3 Ownership NFT smart contract, and You will be required to make or receive payments exclusively through Your cryptocurrency wallet.
Without limitation of any other termination rights, Big3 may suspend or terminate any interest you may have in a Big3 Ownership NFT, any licenses granted hereunder and the Utilitiesif Big3 has a reasonable basis for believing that You have engaged in an off-chain sale of a Big3 Ownership NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of a Big3 Ownership NFT without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.
All purchases of Big3 Ownership NFTs, as well as Fees are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of Big3 Ownership NFTs, any disruption to the operations of any components of the Big3 Ownership NFT, or any other reason whatsoever.
You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with Your purchase and use of the Big3 Ownership NFT.
To purchase a Big3 Ownership NFT, You need to link to this Website via a non-custodial digital wallet made available by a thirdparty and that is compatible with the Ethereum network (a "Digital Wallet"). Linking a Digital Wallet is required to be able to purchase, store, and engage in transactions using the Utilities. Assets stored in your Digital Wallet are owned and controlled solely by you. Digital Wallets are not associated with, maintained by, controlled by, or affiliated with Big3. We cannot help you recover assets stored in your Digital Wallet, as these are non-custodial wallets in your control. We accept no responsibility or liability to you in connection with your use of a Digital Wallet and make no representations or warranties regarding how the Big3 Ownership NFT and the Utilities will operate with any specific Digital Wallet. The private keys, credentials, passwords, seed phrases, or secret recovery passphrases necessary to decrypt or gain access to a Digital Wallet are held solely by you, and not by us. If you choose to transfer items from one Digital Wallet to another, such transfers will occur on the public blockchain and we accept no liability or responsibility for any such transfer, including for any loss, data corruption, or other negative impact that may occur to your Offerings or Digital Wallets or other assets when attempting to transfer assets between Digital Wallets. We reserve the right, with or without prior notice and in our sole and complete discretion, to discontinue, modify, or limit the operation of any Digital Wallet with the Services. You represent and warrant that you are the lawful owner of any Digital Wallet and that you are using that Digital Wallet under the terms and conditions of the applicable provider of the Digital Wallet. If you have any issues with your Digital Wallet, please contact your Digital Wallet provider.
You acknowledge and agree that You may not do or attempt to do, nor permit any thirdparty to do or attempt to do any of the following without express prior written consent from Big3 in each case, except as set forth hereinabove in Section 3(v):
(i) Use the Big3 Ownership NFT, Art,Big3 IP or ThirdParty IP, in whole or in part, to advertise, market, promote, reproduce, offer, sell, or distribute for commercial gain any product or service in any manner or media, whether for your own commercial benefit or that of any thirdparty or otherwise, except as otherwise expressly set forth hereinabove in Section 3(v);
(ii) Modify, edit, alter, manipulate, reproduce, commercialize, distribute or reuse the Big3 Ownership NFT, in whole or in part, in any way, including without limitation, any Art, Big3 IP or ThirdParty IP, except as otherwise expressly set forth hereinabove in Section 3(v);
(iii) Use the Big3 IP, ThirdParty IP or Art in movies, videos, games, or any other forms of media, except to the limited extent that such use is solely for your own personal, non-commercial purposes or as otherwise expressly set forth hereinabove in Section 3(v);
(iv) Use the Big3 Ownership NFT, Art, Big3 IP or ThirdParty IP in connection with any content, images, videos, or other forms of media that (i)depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other "adult only" or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (ii) contain any other material, products, or services that violate or encourage conduct that would violate any criminal or other applicable laws or any public policy; (iii) violate or infringe on any thirdparty rights, including the unauthorized use of ThirdParty IP; or (iv) violate Big3’s policies and guidelines or in any manner which reflects negatively in any way on Big3’s brand;
(v) Create, display, advertise, market, promote, distribute, reproduce, or sell any derivative works containing Big3 IP, ThirdParty IP or Art (including any fractionalized interests in the Big3 Ownership NFT), or any merchandise of any kind that includes, contains, uses, incorporates, or consists of the Big3 IP or ThirdParty IP, except as otherwise expressly set forth herein;
(vi) Apply for, register, or otherwise use or attempt to use the Big3 IP, ThirdParty IP or Art as a trademark anywhere in the world, or attempt to copyright or otherwise acquire additional intellectual property rights in or to Big3 IP or ThirdParty IP;
(vii) Challenge or negatively impact Big3’s rights, including but not limited to the ownership or validity of the Big3 IP or any licenses as the relate to the ThirdParty IP;
(viii) Make any additional representations or warranties to any thirdparty relating to the Big3 Ownership NFT, Art Big3 IP, or ThirdParty IP except those contained in these Terms;
(ix) Display, download, modify, copy, distribute, transmit, translate, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale otherwise use the Big3 Ownership NFT, Art, Big3 IP or ThirdParty IP, except in connection with the limited license granted hereunder, without Big3’s prior express written approval for such use;
(x) Duplicate, decompile, reverse engineer, disassemble, decode or derive source code from the Big3 Ownership NFT or the Utilities associated therewith;
(xi) Engage in any manipulative activity that violates the integrity of the prices of the Big3 Ownership NFTs sold on any secondary market, including, but not limited to, the manipulative tactics commonly known as spoofing and wash trading;
(xii) Access or use the Utilities in any manner that could disable, overburden, damage, disrupt, or impair the Utilities or interfere with any other party’s access to or use of the Utilities or use any device, software, or routine that causes the same;
(xiii) Attempt to gain unauthorized access to, interfere with, damage, or disrupt the Utilities, accounts registered to other users, or the computer systems or networks connected to the Utilities;
(xiv) Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of Big3 or the Utilities;
(xv) Exploit a design flaw, undocumented problem, or program bug in the Utilities;
(xvi) Facilitate, create, or maintain any unauthorized connection to the Big3 Ownership NFT or Utilities, including, without limitation (i) any connection to any unauthorized server that emulates, or attempts to emulate the Website or the Big3 Discord; and (ii) any connection using thirdparty programs or tools not expressly authorized by Big3;
(xvii) Allow another party/person/entity access to the Utilities associated with any Big3 Ownership NFT in your possession, custody or control except in a manner authorized by Big3 (i.e. transfer of tickets by Fire Tier Owner);
(xviii) Attempt to sell, sublicense, rent, lease, grant a security interest in, or otherwise transfer the Big3 Ownership NFT or the Utilities, or any component thereof, or your rights to the Utilities to any other party in any way not expressly authorized herein;
(xix) Introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into Big3’s systems; or
(xx) Use the Utilities for illegal, harassing, unethical, or disruptive purposes.
The restrictions in this Section 6 will survive the expiration or termination of this Agreement.
In order tosell or transfer Your Big3 Ownership NFT, that the following conditions must be met (i) the purchaser/transferee accepts all of the terms of this Agreement (ii) You, as transferor, provide notice to the transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the transferee; and (iii) You pay to Big3 any and all Royalty Payments due as a result of the sale or transfer.
You acknowledge that there may be fees imposed or required by the platform through which You are transferring your Big3 Ownership NFT, which You are solely responsible for.
Upon transfer of Your Big3 Ownership NFT, Your rights hereunder, including those pertaining to the use and enjoyment of the Art, Big 3 IP, ThirdParty IP and Utilities shall immediately terminate such that they are no longer useable by You.
The Company’s name, Big3 LLC, the Company’s stylized logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Big3 or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Website or in connection with the Utilities are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Big3.
You represent and warrant to Big3 as to the following matters:
(i) Individuals: Power and Authority. You are at least the age of majority in Your place of residence (which is typically 18 years of age in most U.S. states) and have thelegal capacity to enter into this Agreement.
(ii) Purchase Intent. You are purchasing the Big3 Ownership NFTs for your own account and not with a view to resell or distribute the Big3 Ownership NFTs.
(iii) Use of Big3 Ownership NFT, Utilities, Art, BIG3 IP and ThirdParty IP. (a) You will use and interact with the Big3 Ownership NFT, Utilities, Art, Big3 IP and ThirdParty IP only for lawful purposes and in accordance with this Agreement, and (b) You will not use the Big3 Ownership NFT, Utilities, Art, Big3 IP and ThirdParty IP to violate any law, regulation or ordinance or any right of Big3, its licensors orany thirdparty, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
(iv) Office of Foreign Assets Control. Youare not listed as a specifically designated and/or blocked person by the Office of Foreign Assets Control of the United States Treasury Department or as a denied person or person of concern by the Bureau of Industry and Security of the United States Department of Commerce or on any similar list promulgated by an official agency or department of the United States government.
(v)Currency. You will not transfer or provide to Big3 any currency, digital assets, or other items that have been derived from any illegal or unlawful activity.
You accept, acknowledge, and assume the following risks:
(i) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including Big 3 Ownership NFTs, and there is no guarantee that Big3 Ownership NFTs will have or retain any value. Big3 cannot guarantee that purchasers of NFTs will not lose money. You acknowledge these risks and agree that Big3 cannot be held liable for such price fluctuations;
(ii) The cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain;
(iii) There are risks associated with using an Internet based digital assetse.g., non-fungible tokens, cryptocurrencies, etc.), 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 Digital Wallet;
(iv) Upgrades to the Ethereum platform, a hard fork or other change in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Big3 Ownership NFTs, ERC-20, ERC-721,ERC-721A, EIP-2981, EIP-998, EIP-2309 or other bespoke smart contracts;
(v) The risk of losing access to a Big3 Ownership NFT due to loss of private key(s), custodial error or purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties;
(vi) The risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Big3 Ownership NFT;
(vii) The risks related to taxation; and
(viii) That NFTs are not legal tender and are not backed by any government; In addition to assuming all of the above risks, You acknowledge that You have obtained sufficient information to make an informed decision to purchase a Big3 Ownership NFT and that You understand and agree that You are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for Yourself. Big3 cannot and does not represent or warrant that any Big3 Ownership NFT, or its supporting systems or technology, is reliable, current or error-free, meets Your requirements, or that any defects in the Big3 Ownership NFTs, or its supporting systems or technology, will be corrected. Big3 cannot and does not represent or warrant that anyBig3 Ownership NFT or the delivery mechanism for it are free of viruses or other harmful components. Youacknowledge and understand that Big3 will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to any sales or transfers of a Big3 Ownership NFT, including any delays relating to minting of a Big3 ownership NFT on this Website. Big3 does not make any promises or guarantees related to MetaMask Wallet, Trust Wallet, or any thirdparty NFT sales or auction platform such as Ozone Networks, Inc. d/b/a OpenSea, and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data or assets You provide to those parties, including, without limitation, Your Big3 Ownership NFT. You further acknowledge and understand that Big 3 does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets that occurs within the supporting blockchain that is not controlled by Big3 Transactions relating to Big3 Ownership NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions pertaining to the Big3 Ownership NFT shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that You initiated the transaction. You further acknowledge and understand(i) that digital assets, including blockchain based assets such as the Big3 Ownership NFTs, are subject to developing laws and regulations throughout the world (ii) that the purchase of digital assets such as a Big3 Ownership NFT requires a comprehensive understanding and appreciation of the inherent risks associated with the purchase and sale of such digital assets, including those listed above, and (iii) that You, in fact, possess such relevant knowledge and skills which enable you to assess and understand those risks.
THE BIG3 OWNERSHIP NFTS AND UTILITIES ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT ALLOWABLE BY LAW, BIG3 EXPLICITLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTY THAT THE BIG3 OWNERSHIP NFT OR THE UTILITIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR FREE BASIS.
BIG3 WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF ANY BIG3 OWNERSHIP NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED DIGITAL WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITALWALLET FILES; (IV) UNAUTHORIZED ACCESS TO YOUR DIGITAL WALLET, BIG3 OWNERSHIP NFT OR UTILITIES; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE BLOCKCHAIN NETWORK UNDERLYING THE BIG3 OWNERSHIP NFTS.
BIG3 OWNERSHIP NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH BIG3 DOES NOT CONTROL. BIG3 DOES NOT GUARANTEE THAT IT CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY BIG3 OWNERSHIP NFT SOLD OR TRANSFERRED ON THE SECONDARY MARKETPLACE. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASED THOUGH SECONDARY TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, SALES MADE ON ANY SECONDARY MARKETPLACE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, BIG3 MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS IN ANY PURPORTED SECONDARY TRANSACTIONS.
BIG3 IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., DIGITAL WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY UTILITIES ASSOCIATED WITH THE BIG3 OWNERSHIP NFT. BIG3 IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BIG3 OWNERSHIP NFTS, INCLUDING FORKS,TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. FOR CLARITY, WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE FUNCTIONALITY OF THE ETHEREUM BLOCKCHAIN AND/OR THE EXECUTION OF SMART CONTRACTS AND/OR TRANSACTIONS THEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Your ownership, use or possession of a Big3 Ownership NFT, license to the Art, Big3 IP, ThirdParty IP or the Utilities shall automatically andimmediately terminate without notice, and all rights shall revert to Big3if at any time: (i) You breach any portionof this Agreement; (ii) You engage in any unlawful activity related to your ownership, use or possession of a Big3 Ownership NFT(includingtransferring the Big3 Ownership NFT to a Prohibited Transferee); (iii) You initiate any legal actions, except anarbitration as specifically provided herein, against Big3 or its related entities, subsidiaries, and affiliate companies, andeach of their respective officers, directors, members, affiliates, agents, attorneys, and employees (singularly a "Big3 Party" or, collectively, the"Big3Parties"); or (iv) at Big3’s sole determination and discretion.
You shall defend, indemnify, and hold the Big3 Parties harmless from and againstany and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements,interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to anyclaim, suit, action, demand, or proceeding made or brought by a thirdparty (including any person who accessesor transacts using the Big3 Ownership NFTand/or the Utilities, whether or not such person actually purchased the Big3 Ownership NFT) against any Big3 Party, or on account of any dispute, claim or controversy, whether based on past, present, or future events, arising out of, relating or in connection with (a) Your purchase, ownership, use and interaction with the Big3 Ownership NFT or use of the Utilities, Art, Big3 IP or ThirdParty IP, (b) Your breach or anticipatory breach of this Agreementand prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), (c) Your violationor anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of anygovernmental and quasi-governmental authorities in connection with Your use or interaction with the Big3 Ownership NFT, Art, Big3 IP, ThirdParty IP or Utilities, (d) any misrepresentation made by You or breach of any representation made hereunder by You; (e), payments made by You or any payments made or allegedly owed to You from the sale, transfer or purchase of a Big3 Ownership NFT, the Art, Big3 IP, ThirdParty IP and Utilities, (f) claims arising under federal or state consumer protection laws; (g) claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act, the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, and state statutes, if any, addressing the same or similar subject matters, (h) all disputes concerning the arbitrability of Claims and Losses(including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) and (i) all other federal and state statutory and common law claims (these claims and losses, shall hereinafter be referred to from time to time as a "Claim and Loss" or as "Claims andLosses").
You further acknowledge and agree that You will cooperate as fully required by Big3in the defense of any Claims and Losses.
Notwithstanding the foregoing, Big3 retains the exclusive right to settle, compromise, and pay any and allClaims and Losses and reserves the right to assume the exclusive defense and control of any Claims andLosses. You will not settle any Claim and Loss without, in each instance, the prior written consent of anofficer of Big3.
YOU AGREE TO WAIVE YOUR RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, AS SET FORTH BELOW. THIS AGREEMENT TO ARBITRATE ("ARBITRATION AGREEMENT") IS GOVERNED BY THE FEDERAL ARBITRATION ACT ("FAA" AND SURVIVES AFTER THIS AGREEMENT TERMINATES OR YOUR RELATIONSHIP WITH THE BIG3 PARTIES END.
ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
ANY AND ALL CLAIMS OR LOSSES SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND THE BIG3 PARTIES.
YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS AND LOSSES.
THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED.
YOU UNDERSTAND AND AGREE THAT YOU MAY BRING CLAIMS AND LOSSES IN ARBITRATION AGAINST THE BIG3 PARTIES ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS ("CLASS ACTION WAIVER"). YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST THE BIG3 PARTIES, WHICH ARE ADDRESSED SEPARATELY IN OTHER SECTIONS.
The arbitrator shall have no authority to consider or resolve any Claim and Loss or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim and Loss or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the "AAA Rules") or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by You and if based on the facts and circumstances of the Claims and Losses presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claimsand Losses, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.
As part of the arbitration, both Youand the Big3 Parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to a particular Claim and Loss. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims and Losses.
The case shall be heard by one arbitratorand will be conducted in English. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different NFT Owners. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
You and the Big3 Parties agree that any Claim and Loss that has been submitted to arbitration, and all related proceedings, including any settlement agreement, shall be kept confidential. In the event you or any Big3 Party file the arbitration award with any court of competent jurisdiction in order to have that award confirmed in a court order or judgment, or any other proceeding under the Federal Arbitration Act, then each party shall take measures to the extent permitted by applicable law to redact or file under seal any highly sensitive business or personal information that appear in the award and any other supporting documents filed in such a proceeding.
The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modification: The arbitrator in his award shall allocate all arbitration fees in his sole discretion and shall have the power to charge reasonable attorney fees of the successful party to the losing party.
Unless You and the Big3 Parties agree otherwise, any arbitration hearings between Youand the Big3 Parties will take place in the State of California, County of Los Angelesand shall take place in English. Your right to a hearing will be determined by the AAA Rules.
In addition to the severability provisions above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.
This Agreement and all matters related to it, including, without limitation any Claims and Losses, shall be governed by, construed, and enforced in accordance with the laws of California, without regard to conflict of law principles, except to the extent that laws of California are inconsistent with or preempted by federal law.
If You are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Big3may make changes to this Agreement from time to time. In the event of any such changes, we will make the updated Agreement available on this website and update the "Last Updated" date at the beginning of the Agreement accordingly. If we make changes that are material, we will use reasonable efforts to attempt to notify you. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the date they are published, or such later date as may be specified in the updated Terms. Your continued access to or use of a Big3 Ownership NFT, the Art, Big3 IP, ThirdParty IP or the Utilities after this Agreement has been updated will constitute Your binding acceptance of any updates.
You acknowledge that in deciding to purchase a Big3 Ownership NFT, you have not relied upon any promises, statements, representations or commitments, whether spoken or in writing, made to You by Big3, its representatives or any other persons or entities, except for what is expressly stated in this Agreement. This Agreement constitutes the entire understanding between You and Big3, and replaces and cancels all previous agreements and commitments, whether spoken or written, in connection with Your purchase of a Big3 Ownership NFT and the use of the Utilities.
Big 3 shall not be considered to be in default or breach of this Agreement, and shall be excused from performance, the offering of the Utilities, or liability for damages of any kind, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, including offering of the Utilities, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, pandemic, breakage interruptions, loss or malfunction, computer failure or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Big3 or property or equipment of others relating to the Utilities.
Big3 will use all reasonable efforts to make the Utilities available for use by You on a continuous basis. Notwithstanding, it is expressly understood by You that some of the Utilities may become unavailable for use at any particular time through no fault of Big3 (i.e. the venue does not have owner’s suites). In such an event, Big3 will use its best efforts to provide you with a comparable Utility. It is further understood and agreed that Big3 will not be subject to any liability or damages resulting from the unavailability of Utilities or any errors in the operation or functionality of the Utilities.
If You have any questions or concerns, including if You need to access this Agreement in an alternative format, we encourage You to contact us via e-mail at email@example.com
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.