Thank you for your interest in our platform, available at PolyOne.io (the “Platform”), and our non-fungible tokens (the “NFTs”).

 

These Terms of Service are entered into by and between you and PolyOne LLC. (the “Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, including our Privacy Policy (collectively, these “Terms”), govern your access to and use of our services, the purchase of the NFTs, and your use of our Platform.

These Terms incorporate by reference any secondary terms applicable to the specific type of NFT and any particular drop rules applicable thereto, which will also be made available to you at the time you purchase NFTs. Please review all such provisions carefully to understand your obligations and what you’re getting when you purchase the NFTs.

 

These Terms also incorporate by reference our Privacy Policy. Please read these Terms carefully before you start to use the Platform and before you buy any NFTs. By using the Platform or purchasing any of our NFTs, you accept and agree to be bound and abide by these Terms, including the Privacy Policy. If you do not want to agree to these Terms, you must not access or use the Platform or purchase any NFTs.

The Platform and the NFTs are offered and available to users who are 18 years of age or older only. By using this Platform or making an NFT purchase, you represent and warrant that you are of legal age to form a binding contract with the Company. If you do not meet all of these requirements, you must not access or use the Platform or purchase any of the NFTs.

 

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform and purchase of NFTs thereafter. However, any changes to the dispute resolution provisions set forth below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Platform. Your continued use of the Platform or any purchase of NFTs following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page each time you access the Platform or purchase or trade an NFT so you are aware of any changes, as they are binding on you.

 

Our Platform is a Global One initiative, made available for the benefit of GlobalOne LLC (“Global One”), a decentralized finance lending platform with a mandate to provide debt or equity to predominantly private sector companies with projects that are relevant to people’s standard of living or address matters of global concern. All companies that receive debt or equity financing from Global One are evaluated against certain environmental, social and governance criteria. Global One also uses its funds to develop the Platform and maintain it.

 

Note that your use of the Platform may be as an Artist Subscriber or a Purchasing Subscriber (as such terms are defined in these Terms). You may be an Artist Subscriber and also a Purchasing Subscriber, and in that case, all the Artist Subscriber Terms below and the Purchasing Subscriber Terms below will apply to you. If you are only a Purchasing Subscriber, then the general terms herein apply to you, and in addition the Purchasing Subscriber Terms apply to you, but Artist Subscriber Terms do not. If you are only an Artist Subscriber, then the general portion of these Terms apply to you and also the Artist Subscriber Terms apply to you, but the Purchasing Subscriber Terms do not.

 

We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

 

• Making all arrangements necessary for you to have access to the Platform.

• Ensuring that all persons who access the Platform through your internet connection are aware of these Terms and comply with them.

 

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with the Platform or otherwise, including but not limited to through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

 

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

We use the InterPlanetary File System (“IPFS”) to store your NFTs. However, you understand that notwithstanding the use of IPFS, your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You also acknowledge and agree that your transactions on the Platform will be stored and available for public viewing on the blockchain associated with the NFTs we sell. All other users of that blockchain (and potentially others) will be able to see your wallet ID, the NFTs you have purchased, and potentially other information. You understand that this is required as part of your use of the Platform, and agree to having such information listed on the applicable blockchain.

 

Except for user generated content, the Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

 

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.

• You may print or download one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

• If we provide social media features with certain content, you may take such actions as are enabled by such features.

• You may create your own NFTs and post them for sale on the Platform if such functionality is available to you.

• You may access and enter into smart contracts made available on the Platform, and download or print one copy of such contract, if such functionality is available to you.

• Modify, download or copy any materials from the Platform, except for those materials you have posted or created yourself or which are for sale.

• Use any illustrations, photographs, video or audio sequences, or any graphics available on the Platform separately from the accompanying text.

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform.

If you violate these Terms or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will stop immediately. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. Note that any licenses or permissions you have granted to other users of the Platform or to us shall not terminate even if your access and use of the Platform end.

 

The Company name, the terms POLYONE, GLOBAL ONE, GLOBAL ONE FUND, 2020 GLOBAL ONE FUND, SPOOKY ACTION LABS, POL YVERS, the Company’s and our affiliates’ logos, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

What you can do on the Platform

You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Platform:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out below in these Terms of Use.

• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.

• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.

• Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

• Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.

• Use any device, software, or routine that interferes with the proper working of the Platform.

• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.

• Copy, mirror or otherwise attempt to replicate or reproduce the Platform.

• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempt to interfere with the proper working of the Platform.

 

Nothing in these Terms is meant to limit you or a third party from (i) owning or operating a non fungible token marketplace that permits the use or sale of the NFTs, so long as the marketplace cryptographically verifies the ownership of the NFT to ensure that only the bona fide owner can use and display their NFT; and (ii) owning or operating a third party website or application that permits the inclusion or involvement of NFTs generally, provided that the website or application verifies the ownership of the NFT to ensure that only the actual owner can use and display their NFT. Furthermore, nothing in these Terms is meant to restrict a third party website’s ability to build tools which track traits or sales.

 

The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, collaboration boards, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform. Note that Artist NFTs (as defined in the Artist Subscriber Terms) are not considered User Contributions hereunder.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material to make it available on the Platform to be seen by other members.

 

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you post, submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

Monitoring and Enforcement;

 

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company or our affiliates or licensors.

• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.

• Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Platform (or after), and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Note that NFTs may be minted by Artists on our Platform. We have no liability for any materials included in such Artist NFTs. You hereby agree to hold us harmless from and against any harm that may come to you or others in connection with the contents of any Artist NFT.

Content Standards

 

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations.

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act.

• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.

• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

 

If you believe that any User Contributions violate your copyright, please see our Copyright Policy below for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

If you believe that any Artist NFT or other NFT violates your copyright, please send us a note using the contact information below. Given the nature of NFTs, we cannot guarantee that we can remove the NFT from the marketplace or the Platform, but we will attempt to ensure the NFT is no longer traded, or add a note to the blockchain informing the public that the NFT is under review or considered infringing. We will take such action in our discretion and as is commercially feasible.

 

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.

• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.

• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

• A statement that the information in the written notice is accurate.

• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is:

[Shawn@polyone.io]

[PolyOne LLC]

[1106 Bond Street, Asbury Park, NJ 07712]

[+1 (848) 404-6600]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

 

You may link to our Platform landing page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

The Platform may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Platform.

• Send emails or other communications with certain content, or links to certain content, on the Platform.

• Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.

• Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

• Otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

 

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. The Platform will also contain materials uploaded by other Platform users. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Platform, or download or buy any content or services from other Platform users, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or terms of such sales or services agreements. Please review those carefully to ensure you understand the terms you are agreeing to when using those materials or websites or when accepting services to be performed by other members.

 

The owner of the Platform is based in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

 

The Platform may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company or its affiliates. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

 

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF SERVICE OR DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE OR MATERIALS LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM, THE NFTs OR ANY SERVICES OR GOODS YOU CAN ACCESS ON THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitations of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, THE NFTs, ANY CRYPTO ASSETS TRADED ON THE PLATFORM, ANY GOODS OR SERVICES OBTAINED THROUGH THE PLATFORM, ANY WEBSITES LINKED TO THE PLATFORM, OR ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. YOU AGREE TO HOLD THE COMPANY HARMLESS FROM AND AGAINST ANY LOSSES YOU MAY INCUR AS A CONSEQUENCE OF MINTING YOUR NFT, OR ACCESSING OR USING OUR PLATFORM. THESE POTENTIAL LOSES INCLUDE ANY GAS FEES FOR FAILED TRANSACTIONS, ANY EXCESSIVE GAS FEES CHARGED DUE TO PLATFORM OR SMART CONTRACT BUGS, AND ANY LOSS OF YOUR NFT OR CRYPTO ASSETS OR GOODS DUE TO PLATFORM OR SMART CONTRACT BUGS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The NFTs Are Not Intended as Investments

The NFTs are not meant as investment vehicles. We make absolutely no promise or guarantee that these NFTs will be worth anything. You understand that they have no inherent monetary value, and they should be treated as a fun and beautiful collectible and nothing else.

Taxes

You are entirely responsible for any tax liability which may arise from minting or reselling your NFTs, or other activities you engage in while on the Platform or which occur as a result of your activities on the Platform.

 

 

All matters relating to the Platform, the NFTs, any goods or services obtained through the Platform, or any activities you engage in on the Platform, and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the state of New York without giving effect to any choice or conflict of law provision or rule (whether of the state of New York or any other jurisdiction).

ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS, OUR PLATFORM, THE NFTS, OUR SERVICES OR GOODS YOU ACQUIRE ON THE PLATFORM, INCLUDING THE BREACH, TERMINATION OR VALIDITY OF THESE TERMS, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

The Terms of Use, including our Privacy Policy, constitute the sole and entire agreement between you and the Company regarding the Platform, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform and the NFTs.

For any questions about these Terms or our Privacy Policy, or to report copyright infringement of any NFT on the Platform, please contact us at [Shawn@polyone.io].

 

The following terms apply to users of the Platform who are browsing for or purchasing NFTs (the “Purchasing Subscribers”), and are considered part of Terms of Use. Note that you may be a Purchasing Subscriber, and also be an Artist Subscriber under these Terms, so please be sure to read all of the Artist Subscriber terms below if this applies to you.

 

As a Purchasing Subscriber, you may browse and purchase NFTs made available for sale on the Platform (we may limit the number of NFTs you can purchase in any given drop or during certain periods of time, in our discretion). You will make these purchases using our smart contract, and your digital wallet.

 

You will obtain a copy of the NFT you purchase.

You may transfer that NFT to others by using the secondary market available on our Platform.

Unless otherwise noted in the terms of purchase when you buy a specific NFT, you obtain a single copy of the NFT only, and you acknowledge and agree that the work on the NFT may not be unique (i.e., there may be other copies of the same work on other NFTs or elsewhere).

For so long as you are the owner of the NFT, you can post a copy of it you obtain hereunder to social media pages that you control, and you can use them as your avatar on such social media pages or otherwise online. You can discuss the NFT on social media pages, and the Internet generally, provided you don’t engage in any illegal activity in doing so and don’t disparage anyone associated with the NFTs or the Company or do so in a libelous or malicious manner. You can display your NFT for personal, non-commercial purposes, anywhere on the public Internet, so long as you do not attempt to create an association between you and the Company, and you don’t attempt to mislead the public as to your relationship with us, or induce people to believe, by act or omission, that you are related to or affiliated with the Company or its affiliates or the Artists who create NFTs for minting on our Platform.

The NFT creator may grant you additional rights, which will be disclosed to you when you purchase such NFTs.

Unless the specific terms of your purchase as disclosed at the time of the purchase say otherwise, you acquire no right to:

• Reproduce the NFT, except as permitted in these Terms;

• Generate additional NFTs (unless the NFT you purchase has functionality to replicate);

• Distribute (except for the sale of the NFT as a whole, individually, if you so wish); in each case, of any NFT, or any portion thereof.

Anyone who acquires the NFT from you is a successor to these Terms, and shall be bound by them. It is the responsibility of the NFT owner to, upon transfer, ensure these Terms are transferred to any subsequent purchaser of the NFT.

 

The following terms apply to users of the Platform when posting your own artwork for sale as NFTs on the Platform (in which case, you are an “Artist Subscriber”), and are considered part of Terms of Use. Note that as an Artist Subscriber, you may also be a Purchasing Subscriber under these terms, so please be sure to read all of the Purchasing Subscriber Terms above as well, if this applies to you.

Your work product may include artistic works such as drawings and paintings, or may include videos, performing arts, or any other type of original works of authorship, including literary, dramatic, musical and artistic works (e.g., poetry, songs, movies, writings, etc.). All such work product shall be referred to herein as “Works” herein.

As an Artist Subscriber, you agree to certain terms set forth in these Artist Subscriber Terms (as well as the general terms) with respect to your artwork posted to the Platform, so please review the following terms very carefully and make sure you agree to them. Your only option, if you don’t agree, is not to use the Platform to post your Works or create NFTs from them or containing any portion of the Works.

What you can do on the Platform

You can create your own artwork and post it as an NFT on the Platform using Platform-available functionality (these NFTs you create will be known as “Artist NFTs”).

 

You represent and warrant to us and our affiliates that all Artist NFTs and all content thereon and referenced therein are and will be original work product of yours, that you otherwise have all the rights necessary to grant the rights you grant to the Company and others herein, and that all such work product is non-infringing. You agree to indemnify, defend and hold harmless the Company and its affiliates, and each of their respective employees, officers, directors, shareholders, managers, agents and representatives, from and against any claims arising in connection with a breach or alleged breach of these representations and warranties.

 

You agree that the Company will sell the Artist NFTs you create, and retain for itself a portion of the proceeds from such sales, including in connection with any secondary market sales that occur on our Platform. You grant us the right to engage in such sales, and to retain a fee for our services.

You will receive a eighty-five percent (85%) royalty of net profits received by us in connection with the first sale of the Artist NFTs you create and post for sale on the Platform. We will also pay you a royalty of ten percent (10%) of our net profits received from any secondary market sales of your Artist NFTs on our Platform.

Please note that these royalty amounts may be re-calculated based on market forces, and is not set in stone. We reserve the right to modify it at any time with or without notice to you.

Also, please note that if a secondary market sale occurs of your Artist NFT on a platform other than ours, you agree that we do not control that site, and cannot and will not pay you any royalty for such sales (as we do not receive any funds from them). You hold us harmless from any missed revenues you suffer as a result of secondary market sales of your Artist NFTs on other platforms.

You may receive additional benefits for your NFT contributions in our discretion.

 

Subject to the licenses you grant herein, and any rights you grant the purchaser(s) of your Artist NFT, you own the copyright in your Works. You may grant purchasers of your Artist NFTs certain rights, in your discretion, if such rights are available on the Platform.

You will be credited with authorship of the Works you place on Artist NFTs for sale on our Platform.

You will be informed when your minted NFT is sold to someone else.

You may have the ability to allow the owner of the NFTs you mint with your original Works on them to retain for themselves a percentage of the royalty for sales of your NFT, if that functionality is available to you on the Platform. In each case, our smart contract may allow you to make selections of what royalty you wish to offer to the purchase of the Artist NFT you minted. If any future NFTs are minted based on the original Artist NFT you sold, then all such new NFTs shall be considered Artist NFTs hereunder, and subject to all the terms for your minted NFTs as set forth in these Terms. Any such royalties you decide to share with owners, whether first purchaser or all future owners of the Artist NFTs you mint on the Platform, shall be deducted from your royalty payable hereunder for sale of the Artist NFTs, and not from our share of the proceeds.

 

You hereby grant us and our affiliates a worldwide, irrevocable, unlimited, transferable, sublicensable, royalty free (except as set forth herein), fully paid up, nonexclusive right and license to use the NFTs and the Works thereon in whole or in part for marketing purposes, to publicly display the Works or parts thereof in art installations or exhibits, and for merchandising; provided, however, that proceeds of merchandising will be shared with you at a rate set forth on our Platform.

 

These content standards apply to any and all Artist NFTs.

• Contain any material that is defamatory, abusive, harassing, or otherwise in violation of law.

• Promote violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act.

• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.

• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Further Assurances.

 

You agree to execute any further documentation and agreements as may be necessary for us to exercise the rights you grant us herein, at no cost to us.