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These terms and conditions (the "Terms") govern your access to and use of NUMB3R xA’ (hereinafter referred to as the "Company," "we," or "us") website, as well as any other software, media channels, or applications associated with it. By accessing our website or using any of the aforementioned services, you acknowledge and agree to be legally bound by these Terms. We strongly advise you to carefully read and understand these Terms before proceeding with the use of our website and services.These Terms not only apply to your use of the website but also extend to your interactions with digital and physical products offered through the website. In addition to any specific license agreements that may be found on our website, these Terms govern your use of, or orders for, any such products.If you do not agree with any provision of these Terms, please refrain from using our website and services. Your continued use of our website will signify your acceptance of these legally binding terms and conditions.
Company Products Offerings: On occasion, we may make available for purchase non-fungible tokens ("Company Digital Collectibles"), other digital assets ("Digital Assets"), and/or physical products (collectively referred to as "Company Products") through our website. Please note that our website is intended for users who are at least 18 years old, and individuals under the age of 18 are strictly prohibited from using our website. To participate in the acquisition of Company Products, you are required to adhere to any specific terms and conditions, if provided, associated with each respective Company Product, in addition to these Terms.
Payment Processing: Payments made for Company Products processed through third-party partners are subject to the separate terms and conditions, if any, imposed by these third-party partners. You acknowledge and accept that we have no control over these payment processes or transactions and cannot reverse any payments or transactions once they are executed. We bear no liability for any claims or damages arising from your use of third-party services for payments or transactions conducted via our website.
Auctions: Periodically, we may offer Company Products for sale through one or more auction processes ("Auctions"). By participating in an Auction, you agree to abide by all rules and regulations governing each specific Auction. Unless otherwise indicated, funds associated with Auction bids will be held by us, and we will promptly refund these funds for any unsuccessful bids. In the event that you win an Auction, you may redeem the corresponding Company Product at a reasonable time of your choosing.
Intellectual Property Rights: Our website, including all source code, databases, functionality, software, designs, audio, video, text, and graphics (collectively referred to as the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"), are our proprietary assets or are licensed to us. They are protected by copyright, trademark, and other intellectual property laws. The Content and Marks are provided on the website "AS IS" for your personal information and non-commercial use only. Except as expressly permitted in these Terms or through an applicable license on our website, you may not copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or otherwise exploit any part of the website, Content, or Marks for commercial purposes without our prior written consent. You are granted a limited license to access and use the website for your personal, non-commercial purposes, provided you are eligible. We retain all rights to the website, Content, and Marks.
By using our website and engaging in transactions, you affirm your understanding of and agreement to these Terms. We reserve all rights in and to the website, the content and the marks.
Secondary Transactions: Digital Assets acquired from our website may be bought, sold, or traded on third-party marketplaces or exchange platforms, collectively referred to as "Secondary Transactions." These Secondary Transactions are governed by the terms and conditions of the respective third-party sites. Please note that we are not a party to any Secondary Transaction. We do not provide any assurances regarding the availability or functionality of such external sites, and your use of these sites is undertaken at your own risk. We disclaim all liability for any claims or damages arising from your Secondary Transactions or the use of external sites.Tax
Responsibilities: Unless expressly stated otherwise by us, you are solely responsible for complying with all income, capital gains, sales, use, value-added, and other taxes, duties, and assessments (collectively referred to as "Taxes") imposed by any governmental authority. These Taxes may apply to Digital Assets purchased or otherwise obtained by you, including taxes that may become payable due to your ownership, transfer, purchase, receipt, or sale of a Company Digital Collectible.
Digital Asset Recognition: In relation to Digital Assets released by us prior to December 6, 2023, please be aware that we recognize such Digital Assets solely on the Proof of work Bitcoin chain as per the applicable license on our website. These Digital Assets are eligible for participation in Company activities tied to ownership of our Digital Assets. In the event that significant changes occur in the operational rules of the underlying software protocol of a relevant blockchain network, leading to the creation of two distinct branches of the relevant blockchain network, you acknowledge and agree that the Company may, at its sole discretion, determine whether to support or cease supporting the Company Digital Collectibles on either branch of the forked software protocol entirely. You further acknowledge and agree that we assume no liability, obligation, or responsibility concerning the operation of underlying software protocols or an unsupported branch of a forked software protocol, including, but not limited to, any viable Bitcoin Fork. You expressly assume the associated risks.
Offer of Physical Products: On occasion, we may make Physical Products available for sale or without charge. You acknowledge and agree that the terms and conditions governing such product releases are solely determined by the Company. By participating in these releases, you are bound by any applicable terms and conditions established by us. It is important to note that the Company provides no representations or warranties regarding the Physical Products. However, in the event of defects or issues concerning these Physical Products, the Company, at its sole discretion, will assess each case individually and determine whether to provide remedial measures. Unless explicitly stated otherwise by us, you may not return or exchange any purchased Physical Products.
Force Majeure: The Company shall not be held liable for any failure to deliver or any delay in doing so, or for any damage or defect in the goods resulting from circumstances beyond our reasonable control. Such circumstances include, but are not limited to, strikes, industrial disputes, system or network access breakdowns, floods, fires, explosions, accidents, and other acts or events.
By accessing and using the website, you affirm and guarantee that:
You possess the legal capacity to do so and are in full agreement with these Terms.
You are of legal age as defined by the jurisdiction of your residence.
You will not employ automated or non-human methods, including bots, scripts, or any other similar means, to access the website.
You will not utilize the Site for any unlawful or unauthorized purposes.
You are neither a national nor a resident of any country currently subjected to U.S. sanctions or equivalent restrictions. These countries include, but are not limited to, Cuba, Iran, Syria, North Korea, and specific regions of Ukraine, namely Crimea, Donetsk, and Luhansk. Furthermore, you are not listed on the U.S. Treasury Department's roster of Specially Designated Nationals or any other sanctions-related lists.
Your utilization of the website will not breach any applicable laws or regulations.
To access and utilize the website, you consent not to engage in, nor permit any third party to engage in, any of the following actions without our prior written consent:
Attempt to bypass, disrupt, disable, or interfere with the website, its servers, or connected networks, or any security-related features of the website. This includes but is not limited to uploading, transmitting, or attempting to upload or transmit viruses, Trojan horses, or similar harmful materials.
Violate any applicable local, state, national, or international law, including those of the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or engage in any activity involving proceeds from illegal actions.
Try to circumvent any measures implemented on the website to prevent or restrict access.
Use Company Products to advertise, sell, or purchase goods or services for purposes not explicitly authorized herein or under applicable license agreements.Decode, decompile, disassemble, or reverse engineer any of the website's software or code.
Employ any Company Products to support or promote illegal activities or provide instructions related to unlawful endeavors, including but not limited to concealing economic activity, money laundering, or terrorism financing.
Replicate or adapt the website's software or code.
Utilize Company Products to engage in financial activities that require registration or licensing, including but not limited to creating, listing, or purchasing securities, commodities, options, real estate, or debt instruments.
We are prohibited from entering into transactions with any person, entity, or country prohibited by applicable export control and sanctions laws and regulations in the United States or any other applicable governmental authority. This includes compliance with Export Control and Sanctions Laws, such as the U.S. Export Administration Regulations and U.S. sanctions regulations. You are not authorized to acquire Company Products or engage in any transactions with us, whether through the website or otherwise, if any of these restrictions apply to you. Should you breach this provision, we retain the right, to the fullest extent possible, to cancel any transaction or take other actions to ensure compliance with Export Control and Sanctions Laws.
You acknowledge that, on occasion, the Company may require the collection of your personal data. This data may encompass, but is not limited to, identification particulars such as your name, email address, shipping address, and cryptocurrency wallet information. You understand and consent to our sharing of personal information with third-party service providers who assist us in fulfilling our operational requirements. These third-party services may encompass payment processing, hosting, cloud services, and other information technology services. Furthermore, we may disclose personal information as mandated to comply with applicable laws and regulations, including, but not limited to, OFAC rules and regulations.
The Company acknowledges the paramount importance of any data entrusted to us by you, and we are committed to handling such data with the utmost care. We affirm that we will not sell any personal information to third parties. We will employ commercially reasonable measures to implement technical, organizational, and physical safeguards to protect the personal information we collect and ensure the security of your data. However, it is crucial to recognize that no security measures are entirely impervious, and we cannot guarantee the absolute security of your personal information.
You are advised that transmitting data, such as emails, addresses, or other personal information, via the website carries inherent security risks as it is impossible to provide complete protection against unauthorized access by third parties. The Company will not be held liable for any damages arising from such security risks or related acts of omission on our part.
Website Disclaimer: The website is provided on an "AS IS" and "AS AVAILABLE" basis, without any representation or endorsement, and without any express or implied warranty. This includes, but is not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, and accuracy. The Company makes no warranties regarding the uninterrupted or error-free functionality of the website, the correction of defects, or the absence of harmful or destructive elements, such as viruses. Your use of the website is expressly at your own risk.
Product Disclaimer: The Company offers no representations or warranties, express or implied, regarding the Company Products displayed on the website or the Physical Products offered to you. To the maximum extent permissible under applicable law, the Company disclaims all warranties, including implied warranties of quality, merchantability, fitness for a particular purpose, and non-infringement. Additionally, the Company is not liable for any damages arising from products, including but not limited to direct, indirect, incidental, punitive, and consequential damages, as well as loss of profit, revenue, opportunity, or data. This disclaimer encompasses damages resulting from any failure of performance, errors, omissions, interruptions, deletions, defects, delays in operation or transmission, computer viruses, communication line failures, theft, destruction, unauthorized access, alteration of records, and other causes of action, including extra-contractual liability. If you are dissatisfied with the website, your sole remedy is to cease using it.
Specific Disclaimers: Additionally, the Company specifically disclaims liability, and you hereby release and waive all claims related to:
Any blockchain or related technology.
Any digital wallet or similar technology or service (e.g., XVerse ) and the transfer or loss of any Digital Collectible.
Any marketplace or platform for buying, selling, or transferring any Digital Collectible.
You acknowledge and assume various risks, including but not limited to the volatility of blockchain-based assets, loss of assets due to hardware, software, or internet issues, malicious software, unauthorized access to wallet information, and the risk of losing assets due to private key loss, custodial errors, or purchaser errors. The Company is not responsible for these risks.
Limitation of Liability: In no event shall the Company be liable to you or any third party for indirect, consequential, exemplary, incidental, special, or punitive damages, including but not limited to lost profits, goodwill, reputation, cover costs, or intangible losses, arising from your use or inability to use the website or the products or services offered through it, even if the Company has been advised of the possibility of such damages.
However, in the event that the Company is found liable for any loss, damage, or cause of action arising from these Terms, the website, or any product sold through the site, the Company's liability shall not exceed the amount paid for use or access to the website or the sale price of the product, as applicable.
To the maximum extent permitted by applicable law, you hereby undertake to indemnify, defend, and hold harmless the Company, its affiliates, and its and their representatives (collectively referred to as the "Indemnitees") from and against any and all actual or alleged third-party claims, including, but not limited to, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including attorneys' fees and expenses), and costs (including court costs, settlement costs, and costs associated with pursuing indemnification and insurance). These claims may encompass various kinds and nature, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected. These claims may arise in law or equity, under tort, contract, or any other legal theory, and include, but are not limited to, property damages or personal injury.
Such claims may be caused by, arise out of, or be related to:
1. Your use or misuse of the website, the Content, or the Company Products.
2. Your violation of these Terms.
3. Your violation of the rights of a third party, including another user of the website.
You undertake to promptly inform the Company of any third-party claims and cooperate with the relevant Indemnitee in the defense of these claims. Furthermore, you acknowledge and agree that the Indemnitees reserve the right to assume control over the defense or settlement of any third-party claims.
Governing Law: These Terms shall be subject to the laws of the state of New York, without regard to its conflict of law provisions. This applies irrespective of your place of residence or your access to or use of the website or product orders.
Binding Arbitration and Dispute Resolution:
As a condition for utilizing the website, both you and we mutually agree that any and all disputes, claims, or causes of action (collectively referred to as "Claims") arising in connection with the website (except for small claims court Claims, if applicable) shall be exclusively resolved through binding arbitration. This arbitration shall be conducted in accordance with the rules of the American Arbitration Association ("AAA"), including the Supplementary Procedures for Consumer-Related Disputes. The Federal Arbitration Act and other federal arbitration laws shall apply to effectuate the full and final resolution of such Claims.
YOU ACKNOWLEDGE AND CONSENT THAT BY AGREEING TO THESE TERMS, YOU ARE WAIVING YOUR RIGHT TO INITIATE LEGAL ACTION OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THESE TERMS. YOU AND WE FURTHER AGREE TO THE FOLLOWING:
All Claims will be resolved on an individual basis and not as part of a class action, collective action, or any other form of representative proceeding.If a Claim proceeds in court notwithstanding this arbitration agreement, both parties waive their right to a jury trial.
Either you or we may seek a court injunction regarding intellectual property infringement.
Arbitration does not involve a judge or jury. Although court review of an arbitration award may be limited, an arbitrator possesses the authority to grant the same damages and relief as a court, including injunctive relief or statutory damages. Notwithstanding the foregoing, either party may seek temporary or emergency equitable relief to enforce its rights in any court with competent jurisdiction.
Comprehensive Agreement: These Terms, inclusive of other policies accessible on the Company's website, constitute the entire agreement between the parties involved, superseding all prior oral and written agreements. No oral alterations, whether explicitly stated or implied, shall modify the terms of this agreement. The parties have not relied on any representations or commitments concerning the subject matter of this agreement beyond what is explicitly stated within these Terms.
Relationship Clarification: These Terms and any other agreements pertaining to the website do not establish a joint venture, partnership, agency, employment, or fiduciary relationship between the parties, unless explicitly stated otherwise. Neither party nor their representatives possess the authority to bind the other party. The relationship between the parties is generally one of buyer and seller, or in specific circumstances, independent contractors.
Successors and Assigns: These Terms benefit and are binding upon the successors, assigns, heirs, executors, and administrators of the parties. However, you may not assign or delegate any right or obligation under these Terms without prior written consent from the Company. Any such attempt is deemed null and void.
Severability: If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. If any provision is determined to be invalid or unenforceable in certain circumstances, it shall continue to be fully valid and enforceable in all other circumstances.
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