ASPEN TERMS OF SERVICE
Last Revised: April 27, 2022
Welcome to Aspen, aspenft.io (the “Website”), and any related mobile applications (the “App”) operated on behalf of Monax Industries Limited, a Company Limited by Shares registered in England (“Company”, “we” or “us” or “our”).
These Terms and Conditions (“Terms”) constitute a legally binding agreement between Company and each registered or unregistered end user (each, a “Customer,” “you” or “your”) of the Aspen Platform located at the Website or such other URL as may be designated by Company from time to time, as well as any mobile apps or other related services or applications. (collectively, the “Aspen Platform”). The Aspen Platform and any content, tools, features and functionality offered on or through our Website and the App, including minting and transacting in NFTs, are collectively referred to as the “Services.”
Please carefully review these Terms. These Terms govern your access to and use of the Services. By accessing and using the Services (including by creating an Account, connecting a wallet, or by purchasing or bidding on any items), you are deemed to have read, accepted, executed and agreed to be bound by these Terms. We may change or amend the Terms at any time at our sole and absolute discretion. Any changes to the Terms will be in effect as of the “LAST REVISED” date referred to at the top of this page. You acknowledge and agree that the form and nature of the Services, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the Services. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
The Terms contain an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us related to the Services through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) to waive your right to participate in class actions, class arbitrations, or representative actions in connection with your use of the Services. You have the right to opt-out of arbitration as explained in the Terms.
IF ANY PROVISION OF THESE TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE SERVICES AND DO NOT CREATE AN ACCOUNT. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.
WHO MAY USE THE SERVICES
You must be 18 years of age or older to use the Services.
In addition to the terms used and defined throughout these Terms, the following capitalized terms will have the following meanings:
(a) “Content” means content, materials, art, design, and drawings (in any form or media, including, without limitation, video or photographs).
(b) “NFT” means a non-fungible token implemented on a blockchain using smart contracts, such as, for illustration but not limitation, a non-fungible token conforming to the ERC-721 standard on the Ethereum blockchain network. The NFT is separate and distinct from the Content or any other Third Party IP with which it may be linked or associated. An NFT is not a medium of exchange and is not convertible virtual currency.
(c) “Third Party IP” means any third-party copyrights, trade secrets, trademarks, know-how, patent rights or any other intellectual property rights recognized in any country or jurisdiction in the world.
USER ACCOUNTS AND WALLETS
Account Creation and Maintenance
To use the Services, you need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. By creating an account, you represent and warrant that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State; and you will not use our website to conduct any illegal or illicit activity. You can access, edit and update your Account via the account settings page of your profile. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your private key. We are not liable for any acts or omissions by you in connection with your Account, and we are not liable for any loss as a result of your account being compromised. You must immediately notify us at firstname.lastname@example.org if you know or have any reason to suspect that your Account or private key have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
You may choose to associate a non-custodial wallet (by way of example, a MetaMask or Coinbase Wallet) (“Wallet”) with your Account. Wallets allow you to purchase, store and engage in transactions using the interface provided by the Aspen Platform. Associating a Wallet may be required as a condition to receiving an NFT, as provided in the specific terms and conditions of an individual NFT or collection. By using a Wallet in connection with the Services, you agree that you are using such Wallet under the terms and conditions of the applicable providers of such Wallet. Wallets are not associated with, maintained by, supported by, or affiliated with Company. Company reserves the right to refuse to associate a Wallet with a Customer’s Account in its sole and exclusive discretion. If you attempt to associate your Account with a Wallet bearing risk factors, such attempts may result in the suspension or termination of your Account, each as determined in Company’s sole and exclusive discretion. Company accepts no responsibility or liability to you in connection with your use of a Wallet, and makes no representations or warranties regarding how the Services will operate with any specific Wallet. The private keys within your Wallet are held solely by you, and not by Company. Company has no ability to help you access or recover your private keys for your Wallet, so please keep them safe.
We may, but have no obligation to, provide functionalities via the Services whereby you can transfer items from one wallet to another. Transfers of NFTs and other transactions via the Services between Wallets may be facilitated by one or more Smart Contracts that Company has not developed and does not control. You acknowledge the risk of smart contracts and agree to be bound by the outcome of any smart contract operation that you initiate or that is initiated at your direction. 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 NFTs or wallets or other assets when attempting to transfer assets between wallets.
NFT PURCHASES AND PAYMENT
Ownership of an NFT
When you purchase an NFT, you own the NFT but may not own intellectual property rights in the Content of the NFT. Intellectual property rights for the Content of an NFT may be included in license grants expressly set forth in the NFT.
Payment for Purchases
The Services allow you to purchase, sell, and otherwise transact in NFTs. You acknowledge and agree that all information you provide with regards to purchases of NFTs, including payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to a third-party platform or system that fulfills payments for NFTs, including any credit card you provide when completing a transaction. When you purchase an NFT, you (a) agree to pay the price for such NFT as set forth in the applicable Service, any charges necessary to the fulfillment of the NFTs, including any required gas fees, and all applicable taxes (which may include, without limitation, sales, use, value-added and other taxes, duties and assessments other than taxes on our net income) in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us and/or a third-party platform or system that fulfills payments for NFTs to charge your credit card or other payment method for the Full Purchase Amount. You acknowledge that with respect to NFTs, Company may impose a fee on any secondary sales of such NFT after its initial purchase, and regardless whether such secondary sale occurs on the Aspen Platform or on some other platform. The Company also allows the original creators of NFTs to establish a royalty fee payable to the creator, which will be taken out as a transaction fee if it was applied by the NFT creator. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility. Your order may be suspended or canceled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable.
No Liability for Payments and Transactions
We have no liability to you, or to any third-party, for any claims or damages that may arise as a result of any payments or transactions you engage in via the Aspen Platform. We do not provide refunds for any purchases that you might make on or through the Aspen Platform.
No Personal Information For Individuals Under 13
In furtherance of our policy of not collecting personal information from persons under the age of 13, Users are not allowed to give the Company the personal information of any persons under the age of 13 for delivery or any other reason.
Purchases Made for Consumptive Use
You acknowledge and affirm that you are purchasing NFTs, whether through the NFT Platform or through a third-party platform, for purposes of acquiring digital collectibles and not for any investment or speculative purposes. Any economic benefit that may be derived from appreciation in the value of the NFT is incidental to obtaining it for its collectible purpose.
RIGHTS WE GRANT YOU
Right to Use Services
We permit you to use the Aspen Platform, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services (e.g., an iOS App), we hereby grant you a personal, non assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to download, execute and display such software, content and materials provided to you as part of the Platform (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Platform as permitted by these Terms, provided that your license in any content in connection with any NFTs is solely as set forth in the license grant below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.
Restrictions On Your Use of the Services
You may not do any of the following in connection with your use of the Services (as determined in our sole discretion), unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to establish Accounts, perform any transaction on the Services, or modify or make use of the Services in any way;
(e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
(g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(i) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
(j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
(k) use the Services for illegal, harassing, unethical, or disruptive purposes, or otherwise use the Services in a manner that is fraudulent, deceptive, threatening, defamatory, obscene, hateful, or otherwise objectionable;
(l) violate any applicable law or regulation in connection with your access to or use of the Services; or
(m) access or use the Services in any way not expressly permitted by these Terms.
From time to time, we may, in our sole discretion, include certain test or beta features in the Services (“Beta Features”). Your use of any Beta Feature is voluntary. You agree that once you use a Beta Feature, your Content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
Ownership of the Services
The Aspen Platform, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Platform (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content) including, without limitation, the exclusive right to create derivative works.
Ownership of Trademarks
The Company’s name, logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
Ownership of Feedback
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
NFT Content License Grant
In connection with your use of the Platform, you may display or make available NFTs and their accompanying content. We do not claim any ownership of your NFTs or its content. However, in order to operate the Service, we must obtain from you certain license rights in your NFT and its content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and displaying or making your NFTs available, you grant us a license to access, use, host, cache, store, reproduce (for technical purposes), transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) the NFT and its content, but solely as required to be able to operate and provide the Platform. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as you maintain an account), and include a right for us to make your NFT and its content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Platform, solely for the purpose of providing such Platform, and to otherwise permit access to or disclose your NFT and its content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Platform shall have the right to display, modify or include a copy of your NFT and its content as part of their own use of the Platform; except that the foregoing shall not apply to any of your NFTs and content that you post privately for non public display on the Platform. By posting or making available an NFT through the Platform, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for your NFT and content. You agree that your NFT and content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
To mint an NFT through the Aspen Platform, you must upload an original digital artwork, provide information about the artwork, authenticate the artwork, and initiate a request to a token minting Smart Contract. Once complete you have minted a unique, cryptographic token representing a digital version of the artwork.
Customer Agrees to Mint only “Original” Works
By minting an NFT, you expressly represent and warrant that the work is an original creation. Customers are prohibited from minting works consisting of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the user, not authorized for use by the Customer, not in the public domain, or otherwise without a valid claim of fair use. Customer must only mint works that they personally created and must refrain from minting works to which copyright ownership is unknown or disputed (i.e., commissioned works or “works made for hire”).
Customers Must Have Authority to Mint, Display, and Sell the Work
Customer expressly represents and warrants that works minted on the Aspen Platform contain only original artistic content otherwise authorized for use by the Customer. To the extent a work contains unoriginal content, the Customer further represents and warrants that it has permission to incorporate the unoriginal content. Customer represents and warrants that the sale, display or performance of minted NFTs on the Platform is not a violation of any agreement, contract, or obligation owed to a third-party.
Every NFT minted through the Aspen Platform shall be subject to a fee collected to support the Aspen Platform and its Customers. The fee charged for an NFT minted through Aspen shall be 2.5% of the total revenue from the NFT’s first sale, payable at completion of the mint. For example, if you mint an NFT through the Aspen Platform and the NFTs first sale is for 1.0 ETH, then you will receive 1.0 ETH minus the minting fee of 2.5%, resulting in you receiving 0.975 ETH minus any associated transaction fee charged by the platform through which the NFT is sold. Minting fees are collected and distributed at the time of the purchase of an NFT by operation of Smart Contracts. If the sale of an NFT occurs off-chain, then you must collect Aspen’s fee and remit it to Aspen immediately following the sale.
Every NFT sold through the Aspen Platform shall be subject to a fee collected to support the Aspen Platform and its Customers. The fee charged for an NFT sold through the Aspen Platform is based on a percentage of the total revenue from the NFT’s sale, payable at completion of the sale. The percentage charged depends on the tier of your account.
The fees by tier shall be as follows:
(a) Tier 1 - Common: 1.25%
(b) Tier 2 - Rare: 1.15%
(c) Tier 3 - Epic: 0.95%
(d) Tier 4 - Legendary: 0.65%.
The seller of the NFT shall be responsible for the above mentioned fee. For example, if a Seller is in Tier 1 and sells an NFT for 1.0 ETH, the Seller will receive 1.0 ETH minus the Tier 1 fee of 1.25%, resulting in the Seller receiving 0.9875 ETH minus any associated royalty fee.
NFTs may be subject to royalties that apply when the NFT is sold. Royalties vary depending on the terms of the NFT, be sure to review the terms of an NFT before sale or purchase to determine the royalty fee, if any. Royalties are assessed as a transfer fee and result, in combination with any platform fees, in a seller receiving less value than they have listed their NFTs for sale. For example, if a Seller is in Tier 1 and sells an NFT which has a 1.00% royalty for 1.0 ETH, the Seller will receive 1.0 ETH minus the Tier 1 platform fee of 1.25% and the 1.00% royalty, resulting in the Seller receiving .9775 ETH.
Collection and Disbursement of Fees by Smart Contracts
Fees and royalties are collected and disbursed at the time of the sale of an NFT by operation of Smart Contracts. The Customer agrees and understands that fees are transferred, processed, or initiated directly through one or more of the Smart Contracts on a blockchain network. By transacting on the platform and by using the Smart Contracts, the Customer hereby acknowledges, consents to, and accepts all automated fees for the sale of NFTs through the Aspen platform. The Customer consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees. Customer waives any entitlement to fees paid by operation of the Smart Contracts.
All Customer transactions on the Aspen Platform are facilitated by Smart Contracts existing on a blockchain network. Blockchain networks require the payment of a transaction fee (a “Gas Fee”) for every transaction on the network, and thus every transaction occurring through the Aspen Platform. The blockchain network collects the Gas Fee, not Aspen. The value of the Gas Fee is entirely outside of our control, as it is determined by the NFTs Smart Contract and blockchain network. The value of the Gas Fee may change, often unpredictably. The Customer acknowledges that the Gas Fee is non refundable and no transaction on the Platform will be invalidated or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or unacceptable to the Customer. Aspen disclaims, to the fullest extent allowed by law, all liability for any issues arising from or related to any Gas Fees.
Customers are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Platform, including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artwork or NFT.
NOTICE OF INFRINGEMENT – DMCA POLICY
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Platform have been copied in a way that constitutes copyright or other intellectual property infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
(a) identification of the copyrighted work or other intellectual property that is
claimed to be infringed;
(b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Platform;
(c) information for our copyright agent to contact you, such as an address, telephone number and
(d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright (or other applicable intellectual property) owners, its agent or the law;
(e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright (or other applicable intellectual property) owner or the authorized person to act on behalf of the copyright (or other applicable intellectual property) owner; and
(f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright (or other applicable intellectual property) or of an exclusive right that is allegedly infringed.
Notices of copyright (or other applicable intellectual property) infringement claims should be sent by mail to: Octagon Point, 5 Cheapside, London, England, EC2V 6AA or by e-mail to email@example.com with the subject line “DMCA Takedown Notification”. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or other intellectual property rights of others. A user of the Platform who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
We collect, use and are responsible for certain personal information about you. When we do so we are subject to various laws in the United States and the General Data Protection Regulation which applies across the European Union, as well as in the United Kingdom, and we are responsible as “controller” of that personal information for the purposes of those laws.
Personal Information We Collect About You
We may collect and use the following personal information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household: email address, various social media usernames, IP addresses, referring websites, and device fingerprint.
How Your Personal Information is Collected
Person information may be collected from:
a) From publicly accessible sources (e.g., property records);
b) From you, in person;
c) From cookies and other website technology.
Legal Basis for Processing Data
|Processing Purpose||Legal Basis|
|Provide the services, support and maintenance||Processing is necessary to perform the contract governing our provision of services in connection with the Services, or to take steps that you request prior to signing up for the Services. If we have not entered into a contract with you, we process your personal information based on our legitimate interest in providing the services you access and request in connection with the Services.|
|Research and Development||These activities constitute our legitimate interests. We do not use your personal information for these activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted by law).|
|Compliance and Protection||These activities constitute our legitimate interests. We do not use your personal information for these activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). Processing is also necessary to comply with our legal obligations.|
|Direct Marketing and Interest-Based Advertising||These activities constitute our legitimate interests. We do not use your personal information for these activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted by law).|
|With your consent||Processing is based on your consent. Where we rely on your consent you have the right to withdraw it any time in the manner indicated when you consent or in the Services.|
We may use your personal information to send you updates (by email, text message, via our website) about our products and services, including exclusive offers, promotions or new products and services.
We have a legitimate interest in processing your personal information for promotional purposes (see above “How and why we use your personal information”). This means we do not usually need your consent to send you promotional communications. However, where consent is needed, we will ask for this consent separately and clearly.
We do not sell your personal information to other organizations for marketing purposes.
You have the right to opt out of receiving promotional communications at any time.
We may ask you to confirm or update your marketing preferences if you instruct us to provide further products or services in the future, or if there are changes in the law, regulation, or the structure of our business.
Who We Share Your Personal Information With
We routinely share personal information with:
a) Our affiliates, including companies within Company’s group;
b) Service providers we use to help deliver our products and/or services to you, such as cloud service providers and other third party companies;
c) Other third parties we use to help us run our business, such as marketing agencies or website hosts; and
d) Third-parties approved by you, including social media sites you choose to link your account to or third-party payment providers.
We only allow our service providers to handle your personal information if we are satisfied they take appropriate measures to protect your personal information. We also impose contractual obligations on service providers relating to ensuring they can only use your personal information to provide services to us and to you.
We may disclose and exchange information with law enforcement agencies and regulatory bodies to comply with our legal and regulatory obligations. We may also need to share some personal information with other parties, such as potential buyers of some or all of our business or during a restructuring. We will typically anonymize information, but this may not always be possible. The recipient of the information will be bound by confidentiality obligations.
How Long Your Personal Information Will Be Kept
We will keep your personal information while you have an account with us or while we are providing products and/or services to you. Thereafter, we will keep your personal information for as long as is necessary: to respond to any questions, complaints or claims made by you or on your behalf; to show that we treated you fairly; or to keep records required by law. We will not retain your personal information for longer than necessary for the purposes set out in this policy. Different retention periods apply for different types of personal information. Any data on a blockchain is not stored or controlled by the Company. Any data stored on a blockchain will remain on the blockchain in perpetuity. As such, the Company cannot apply various rights, such as the right to be forgotten, to any data stored on a blockchain.
Your Rights Under the GDPR
You have rights under the General Data Protection Regulation (GDPR) and certain other privacy and data protection laws, as applicable. Please note that any data stored on a blockchain is not controlled by the Company and will remain on the blockchain in perpetuity. As such, rights under GDPR only apply to non-blockchain data (such as various social media usernames) held by the Company.
You have the following rights under GDPR:
a) Right to Access: The right to be provided with a copy of your personal information (the right of access);
b) Right to Rectification: The right to require us to correct any mistakes in your
c) Right to be Forgotten: The right to require us to delete your personal information—in certain situations
d) Right to Restriction of Processing: The right to require us to restrict processing of your personal information—in certain circumstances, e.g. if you contest the accuracy of the data;
e) Right to Data Portability: The right to receive the personal information you provided to us, in a structured, commonly used and machine-readable format and/or transmit that data to a third party—in certain situations;
f) Right to Object: The right to object: at any time to your personal information being processed for direct marketing (including profiling); in certain other situations to our continued processing of your personal information, e.g. processing carried out for the purpose of our legitimate interests;
g) Right Not to be Subject to Automated Individual Decision-Making: The right not to be subject to a decision based solely on automated processing (including profiling) that produces legal effects concerning you or similarly significantly affects you.
For further information on each of those rights, including the circumstances in which they apply,
see the guidance from the UK Information Commissioner's Office (ICO) on individual rights under the General Data Protection Regulation.
Your Rights Under the CCPA
You have the following rights under the California Consumer Privacy Act of 2018 (CCPA) and certain other privacy and data protection laws, as applicable. Please note that any data stored on a blockchain is not controlled by the Company and will remain on the blockchain in perpetuity. As such, rights under CCPA only apply to non-blockchain data (such as various social media usernames) held by the Company.
You have the right to know:
a) The categories of personal information we have collected about you;
b) The categories of sources from which the personal information is collected;
c) Our business or commercial purpose for collecting or selling personal information;
d) The categories of third parties with whom we share personal information, if any; and
e) The specific pieces of personal information we have collected about you.
Please note that we are not required to:
a) Retain any personal information about you that was collected for a single one- time transaction if, in the ordinary course of business, that information about you is not retained;
b) Reidentify or otherwise link any data that, in the ordinary course of business, is not maintained in a manner that would be considered personal information; or
c) Provide the personal information to you more than twice in a 12-month period.
In connection with any personal information, we may sell or disclose to a third party for a business purpose, you have the right to know: the categories of personal information about you that we sold and the categories of third parties to whom the personal information was sold; and the categories of personal information that we disclosed about you for a business purpose.
You have the right under the CCPA and certain other privacy and data protection laws, as applicable, to opt-out of the sale or disclosure of your personal information. If you exercise your right to opt-out of the sale or disclosure of your personal information, we will refrain from selling your personal information, unless you subsequently provide express authorization for the sale of your personal information. To opt-out of the sale or disclosure of your personal information, visit our website and follow the opt-out instructions provided.
Subject to certain exceptions set out below, on receipt of a verifiable request from you, we will: delete your personal information from our records; and direct any service providers to delete your personal information from their records.
Please note that we may not delete your personal information if it is necessary to: complete the transaction for which the personal information was collected, fulfill the terms of a written warranty or product recall conducted in accordance with federal law, provide a good or service requested by you, or reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform a contract between you and us; detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity; or prosecute those responsible for that activity; debug to identify and repair errors that impair existing intended functionality; exercise free speech, ensure the right of another consumer to exercise his or her right of free speech, or exercise another right provided for by law; comply with the California Electronic Communications Privacy Act; engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when our deletion of the information is likely to render impossible or seriously impair the achievement of such research, provided we have obtained your informed consent; enable solely internal uses that are reasonably aligned with your expectations based on your relationship with us; comply with an existing legal obligation; or otherwise use your personal information, internally, in a lawful manner that is compatible with the context in which you provided the information.
You have the right to not be discriminated against by us because you exercised any of your rights under the CCPA. This means we cannot, among other things: deny goods or services to you; charge different prices or rates for goods or services, including through the use of discounts or other benefits or imposing penalties; provide a different level or quality of goods or services to you; or suggest that you will receive a different price or rate for goods or services or a different level or quality of goods or services.
Please note that we may charge a different price or rate or provide a different level or quality of goods and/or services to you, if that difference is reasonably related to the value provided to our business by your personal information.
Keeping Your Personal Information Secure
We have appropriate security measures in place to prevent personal information from being accidentally lost or used or accessed in an unauthorized way. We limit access to your personal information to those who have a genuine business need to access it. Those processing your information will do so only in an authorized manner and are subject to a duty of confidentiality. We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a suspected data security breach where we are legally required to do so.
How to Exercise Your Rights
How to File a GDPR Complaint
We hope that we can resolve any query or concern you raise about our use of your information. The GDPR also gives you the right to lodge a complaint with a supervisory authority, in the European Union (or European Economic Area) state where you work, normally live, or where any alleged infringement of data protection laws occurred.
THIRD PARTY SERVICES AND MATERIALS
Use of Third Party Materials in the Services
The Platform may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Platform, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, AND ASSUMPTION OF RISKS
Your access to and use of the Platform are at your own risk. You understand and agree that the Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, officers, directors, employees, agents, representatives, partners and licensors (the “the Company Entities”) and all operators of third-party platforms DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Platform; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Platform; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Platform will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Platform. No advice or information, whether oral or written, obtained from the Company Entities or through the Platform, will create any warranty or representation not expressly made here.
Limitations of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA , WALLET KEYS, OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR NFTS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
By entering into these Terms and accessing or using the Platform, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Platform; (d) Your use of a Wallet or Third Party Wallet with the Platform; (e) Your Content, or (f) your negligence or willful misconduct.
Assumption of Risks
You acknowledge and agree that there are risks associated with minting, transfer, and holding NFTs and using blockchain technology. These including, but are not limited to, risk of losing access to NFTs due to loss of a PIN, wallet keys, two-factor authentication devices, or log-in information, custodial error or purchaser error, smart contract error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Each NFT has no inherent or intrinsic value. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Aspen Platform, and therefore the potential utility or value of your NFTs. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your NFTs. Any purchase or sale you make, accept or facilitate outside of the Aspen Platform of an NFT will be entirely at your risk. Any use of a wallet will be entirely at your own risk. Except as may otherwise be provided in these Terms, we do not control or endorse purchases or sales of NFTs outside of the Aspen Platform. You are 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 use of the Platform. Except for income taxes levied on us, you: (a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Platform or in relation to an NFT; (b) will pay or reimburse Company for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (c) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Gas Fees) made to us pursuant to these Terms. Neither these Terms nor any other communication from Company constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with NFTs and the Platform. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the Aspen Platform.
We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these NFT Terms, for any failure or delay in fulfilling or performing any of our obligations under these NFT Terms or in operating the Aspen Platform, when and to the extent such failure or delay is caused by or results from any events beyond Company’s ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
ARBITRATION AND CLASS ACTION WAIVER
Informal Process First
You agree that in the event of any dispute between you and the Company Entities, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s services, NFTs and/or products, including the Platform, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. You have a right to have the arbitration conducted via telephone or videoconference, or a location that is reasonably convenient to you. This arbitration agreement shall survive the termination of your relationship with Company.
Waiver of Class Actions and Class Arbitrations
You and Company agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
Costs of Arbitration
Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, the Company will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these Terms by sending written notice of your decision to opt-out to firstname.lastname@example.org or via mail to Octagon Point, 5 Cheapside, London, England, EC2V 6AA. The notice must be sent to the Company within thirty (30) days of your registering to use the Platform or agreeing to these Terms (or if this section, pertaining to arbitration, is materially amended hereafter, within 30 days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with these Terms, and the notice must specify your name and mailing address. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
Notwithstanding anything in these Terms to the contrary, you may instead assert your Claim in “small claims” court, but only if your Claim qualifies, your Claim remains only in such court, and your Claim remains on an individual, non-representative and non-class basis. Further, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, or if the Claim relates to intellectual property infringement or misappropriation.
Updating These Terms
We may modify these Terms from time to time in which case we will notify you. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of the Website. The updated Terms will be effective as of the time of notification, or such later date as may be specified in the updated Terms. Your continued access or use of the Platform after the modifications have become effective will be deemed your acceptance of the modified Terms.
Termination of License and your Account
If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account (including disabling, invalidating or otherwise rendering inoperable your Aspen Wallet) and/or the Platform (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Platform under a different name, email, or phone number. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. the Company shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms, and any part of the Platform, and the licenses granted hereunder may be assigned or transferred by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Platform are operated by us in the United Kingdom. Those who choose to access the Platform from locations outside the United Kingdom do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the United Kingdom, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth above, or if arbitration does not apply, unless prohibited by law, the state and federal courts located in the United Kingdom. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to (a) the interpretation or construction of these Terms, and (b) to any transactions to which these Terms apply.