Walt Grace Digital - K-SWISS Terms & Conditions.
- About Us
We are Walt Grace Digital, LLC (referred to herein as “WGD” “we” “our” or “us”), a limited liability company registered in Florida. Our registered office is at 300 NW 26th Street, Miami, FL 33127. You can contact us at Leslie@WaltGraceDigital.com .
- Our Website and These Terms
CHECK RESTRICTIONS ON PURCHASE: In some countries, and for certain people or entities, there may be restrictions on the purchase of NFTs under applicable export control and sanctions laws and regulations or restrictions on the use of our Service, and therefore the use of our Service may be limited or restricted.
For clarity, these Terms do not govern your use of WGD’s and its’ affiliates’ other websites (e.g., WaltGraceVintage.com) and associated mobile applications, nor any other product or service purchased from a WGD website or application besides the WGD NFTs.
- K Swiss Instant Classic Pack and Series and Collectibles
Every Instant Classic Pack includes the latest iteration of K-Swiss' iconic ﬁrst born, an NFT of the 55th Anniversary Classic ‘66 and a co-branded glow-in-the-dark guitar pick.
- Premium leather upper
- Shiny metallic green D-rings
- Printed lace aglets
- Sublimated print on eva molded heel cup sockliner
- Deboss and clear print “55” logo on tongue
- Vintage colored rubber outsole
- Custom box and tissue paper
The NFT will be redeemable as of 9:30 P.M EST on Saturday, December 4th 2021.
Each NFT will be associated with a specific shoe (each a “WGD NFT” or sometimes referred to as a “K-Swiss Shoe” with the underlying design and trademarks related to the K-Swiss Shoe referred to herein as the “Artwork”). Each WGD NFT will be generated through smart contracts and recorded on the Ethereum blockchain. Each K-Swiss Shoe will be stored off-chain.
- Purchasing WGD NFTs.
In order to purchase, transfer or sell a WGD NFT through our Site, you will need to install a browser extension called MetaMask. MetaMask is a non-custodial digital wallet and service provider that allows you to purchase, store and engage in transactions using cryptocurrency. Prior to your purchase or list for sale, you must download MetaMask and connect and unlock your electronic wallet through your account with MetaMask. You will not be able to purchase, transfer or sell a WGD NFT on our Site without completing this process. You acknowledge and agree that you will not be able to purchase, transfer or sell an NFT through our Website using any digital wallet other than MetaMask.
- Third Party Vendors.
You hereby expressly grant WGD the right, power, and authority to transmit your information to such Third Party Vendors as reasonably necessary for WGD to provide the Services to you. WGD has no affiliation with any Third Party Vendors, and WGD does not and will not collect or receive any of the information, including any personal information, that you provide to such Third Party Vendors, except for any information that may be publicly available on the Ethereum blockchain or that is required to be collected by any governmental or regulatory authority. Because WGD has no control over Third Party Vendors, or their websites or mobile applications, you acknowledge and agree WGD is not responsible for the availability of such external websites, mobile applications or resources accessible from those Third Party Vendors, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials available from such websites or mobile applications, nor does WGD endorse any such websites, mobile applications or resources, or the products or services assessable on such websites or mobile applications.
- Purchase Process
The K-Swiss Classic Pack will be redeemable as of 9:30 P.M EST on Saturday, December 4th 2021. See the WGD Website for details.
- General Purchase Terms
All purchases effectuated through the Site are final and non-refundable, except as set forth in the prior section. Purchases may be made by using one or more cryptocurrencies that we may elect to accept from time to time. We retain the right in our discretion to limit the dollar (or equivalent in other currencies) amount and number of any transactions on the Site. WGD is under no obligation to accept cryptocurrencies and we retain the right in our sole discretion to determine what currencies or payment option to accept at any time. You acknowledge and agree that all transactions effectuated through the Site are publicly visible on the Ethereum blockchain when made.
You are responsible for all payments, fees and costs when engaging in any transactions involving WGD NFTs, including, without limitation, the purchase price, transaction fees (e.g., “gas” fees) and all other fees associated with your use of the Services or the services of Third Party Vendors. You also are solely responsible for payment of all national, federal, state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any national federal, state, local, international or any other governmental authority or taxing jurisdiction, including, without limitation, any income, sales, use, value-added (VAT), goods and services and other taxes and duties associated with your use of the Services, the services of Third Party Vendors, and your purchase of WGD NFTs from any party. You are solely responsible for any tax reporting for transactions in which you may be a seller of WGD NFTs.
In addition to initial checks, we may also require you to provide additional information and/or documents at any time, including, but not limited to, the source of funds used for your purchase if we determine we are required to do so (i) in order to comply with any applicable law or regulation (including those laws related to anti-money laundering) and/or (ii) at the request of any competent authority. If additional information and/or documents are required, we may, in our sole discretion, suspend or cancel your transaction until such additional information and/or documents are reviewed by us and accepted as satisfying the requirements of the applicable law. Failure to provide such additional information and/or documents in the time we specify may result in the rejection of your application, even if we had previously informed you it had been accepted. We may also determine that the contents of such additional information and/or documents require us to reject your application.
You acknowledge and agree that you are acting on your own behalf, and not as a broker, agent, employee or contractor of any other party. You acknowledge and agree that the funds to be used for the purchase of a WGD NFT do not originate from a person subject to financial sanctions or constitute or represent any person's benefit from criminal conduct and that at least one of the following statements is an accurate representation as to the source of these funds: (i) the source is your own personal income derived from employment, property or asset sales, investments or profit distributions from a business; (ii) the source is a gift or a loan; (iii) the source is inheritance; or (iv) the source does not originate from countries listed on terrorist watch lists (e.g, North Korea, Iran, Syria, Cuba, etc.).
You must complete your purchase and redemption of your WGD NFT within the time period set forth by us and communicated to you. If you do not complete the purchase within the WGD NFT Purchase Period, you will no longer be eligible to purchase your applied-for NFT, and we have the right to sell that WGD NFT to another party.
By initiating the purchase of a WGD NFT, you agree that you are submitting a binding offer to purchase the WGD NFT from us. Your order is accepted and confirmed once the purchase is complete and we notify you that the purchase is complete. You acknowledge that your purchase of the WGD NFT cannot be refunded.
Once your purchase is complete you will receive the WGD NFT through your MetaMask wallet within the time period notified to you when we confirm your order.
Title to the WGD NFT passes to you once your purchase is complete and then converts to title to the K-Swiss Shoe when the NFT is redeemed (as defined below) and the K-Swiss Shoe is withdrawn from the Vault (as defined below) in accordance with this Terms of Service. The risk in and responsibility for the K-Swiss Shoe will transfer to you from the time we deliver it to the address provided by you to us.
- Taxes and customs duties
If you withdraw a K-Swiss Shoe from the Vault, the costs of shipping the K-Swiss Shoe (and any applicable VAT, sales tax, use tax or any other taxes payable to us) will be payable by you and will be calculated once you provide a delivery address. We will notify you with details of these costs and how to pay them before the K-Swiss Shoeis shipped. If you fail or refuse to pay these shipping costs in whole or in part, you will not be able to withdraw the K-Swiss Shoe from the Vault nor reclaim your WGD NFT. If you fail or refuse to pay these shipping costs in whole or in part, you will not be able to withdraw the K-Swiss Shoe from the Vault. If you fail to redeem the K-Swiss Shoe, the K-Swiss Shoe corresponding to the NFT you received will be destroyed and you will be left with the K-Swiss Shoe of the one of one K-Swiss Shoe.
In addition to the amounts payable to us, you are responsible for paying any taxes, customs duties and fees levied by local customs authorities ("Import Duties and Taxes") which are triggered when the K-Swiss Shoe is shipped to the country you designate. Where Import Duties and Taxes are due, you are solely responsible for paying them. We do not collect and pay Import Duties and Taxes on your behalf. You will need to pay any amounts due directly to the applicable customs authority. We are not able to offer any guidance on Import Duties and Taxes and we recommend that you contact your local customs office for details. Failure to pay the applicable Import Duties and Taxes means you may not be able to receive your K-Swiss Shoe. We will have no liability to you in such event.
- Payment Methods
Payment for the WGD NFTs may be made by any of the methods specified in this Terms of Service or on our Site. Payment to ship the K-Swiss Shoe when it is withdrawn from the Vault may be made by the methods notified to you when you apply to withdraw the Artwork.
- Cryptocurrency Payments
We accept payments in cryptocurrencies. The cryptocurrencies we accept will be displayed on the Site. All cryptocurrency transactions will be handled through a payment gateway used by us and with which you will deal directly. Only cryptocurrency payments we specify as approved will be credited towards a WGD purchase.
Before you can pay with cryptocurrency, you will need to ensure your wallet has a sufficient amount of cryptocurrency. When you get to the payment option screen you will be presented with the various ways you can pay. If you choose to pay using cryptocurrency then you will be taken to the payment page of the payment gateway which allows you to select the applicable cryptocurrencies. The purchase price of the WGD NFT in USD will be converted into the current value of the applicable cryptocurrency at the time your transaction is processed, pursuant to a source determined by us at our sole discretion.
- Timing of Payment
Once you choose to pay with cryptocurrency, you must send it within the timeframe displayed by the payment gateway. If you do not send it within this timeframe, the conversion rate may have changed and will need to be refreshed in order to complete the payment.
- Confirmation of Transactions
When you make a transaction using cryptocurrency, your transaction will not be recorded on the blockchain until it has been included in a block on the blockchain, at which point the blockchain has one confirmation. Each new block added to the blockchain is another confirmation for your transaction. A specific number of block confirmations is required in order to consider a transaction final. The number of block confirmations required to consider a transaction final will vary depending on the applicable cryptocurrency. We require 6 confirmations for Bitcoin and 35 confirmations for Ether, USDC and DAI.
The required number of block confirmations must be processed within 5 days from the date on which you make the transaction. We have no control over this, and a failure of your payment to be finalized means you may need to pay again, using the then-current cryptocurrency conversion rate.
- Transactions Sent to the Incorrect Wallet Address
You must send the cryptocurrency to the address that we provide to you. Since transactions are irreversible on the blockchain, if you make a mistake and your cryptocurrency is sent to the incorrect address, you will lose the cryptocurrency and the order cannot be accepted. It is your responsibility to make sure that you send the cryptocurrency to the correct address. We are not liable for any failure by you to send the cryptocurrency to the correct address we provide to you.
- Conversion Rates for Refunds
We reserve the right in exceptional circumstances not to accept payment for a WGD NFT and to issue a refund. If we have not accepted your payment, and we issue a refund, and you paid in fiat currency, you will be refunded using USD. If you paid in cryptocurrency, your refund will be using USD as the base currency for the purchase price, converted into the applicable cryptocurrency at the current rate at the time we issue the refund (and not at the time when we confirm that a refund will be issued).
This ensures that the equivalent USD amount you pay at the time of purchase is also returned to you in cryptocurrency. In order to protect both you and us from fluctuations in the cryptocurrency rate, we do not refund at the cryptocurrency rate that existed at the time of purchase. This could mean that you receive more or less cryptocurrency than the amount you paid at the time of the transaction. However, the USD value will still be the same.
- Redemption of NFT for Physical K-Swiss Shoe – Withdrawal from the Vault
- Redemption Period
The owner of a WGD NFT can redeem the NFT and withdraw the corresponding K-Swiss Shoe from the Vault during a fixed time period ending at ninety (90) days following the initial air drop ("Redemption Period"). Your WGD NFT must be redeemed before the end of the Redemption Period. Failure to redeem K-Swiss Shoe will result in destruction of the physical K-Swiss Shoe associated with the corresponding NFT. We will provide you with instructions on how your WGD NFT may be redeemed.
We will not be responsible or liable to you or any other party for errors or failures to execute any redemption, including, without limitation, errors or failures caused by: (i) your failure to follow our redemption instructions; (ii) any incorrect information submitted by you during the redemption process (iii) any loss of connection to our Site or Service unless caused by our gross negligence; (iv) a failure of any software or device used by you as part of the redemption process; or (v) any other failure to execute your redemption request or for errors or omissions in connection with this activity unless caused by our gross negligence.
- How to Withdraw a K-Swiss Shoe from the Vault
Before you redeem your WGD NFT, you will be given the option to collect the corresponding K-Swiss Shoe in person from the Vault or to have it shipped to you.
If you choose to collect a K-Swiss Shoe in person, we will require you to verify your identity and address before the K-Swiss Shoe can be withdrawn from the Vault. Before you redeem your physical K-Swiss Shoe, you will be required to submit personal information to us (including your name and address). When you collect the corresponding K-Swiss Shoe, you will need to provide proof of identity and address that matches the details you provided during the redemption process. If you do not provide such documents, for example, if you bring a document with an incorrect address, we will not allow you to withdraw K-Swiss Shoe from the Vault unless and until such documents are provided to our satisfaction.
It is your responsibility to make sure that you input the correct information during the redemption process. Since transactions are irreversible on the blockchain, any mistakes made when inputting information will deem your WGD NFT irretrievable, and you will not be able to withdraw the corresponding K-Swiss Shoe from the Vault.
If you choose to have a K-Swiss Shoe shipped when it is withdrawn from the Vault, it will be shipped to you (or to a person chosen by you to take possession) by our chosen carrier. The K-Swiss Shoe will be insured during transit at the value of one thousand United States Dollars ($1,000). If the K-Swiss Shoe is destroyed or damaged or lost during transit, you agree that your sole remedy will be payment of up to one thousand United States Dollars ($1,000).
If you choose to have a K-Swiss Shoe shipped, you agree to pay all costs and import duties and taxes payable to ship the K-Swiss Shoe to the address designated by you. See clause 9 for details.
If you lose access to the WGD NFT you own (including, but not limited to, circumstances where access to the digital wallet you used to access the WGD NFT has been lost), you will lose all rights to the corresponding K-Swiss Shoe and will not be able to withdraw it from the Vault.
- Secondary Sales.
Our Site may include links to other websites or platforms, including Third-Party Sites. For example, we may include a link to a Secondary Marketplace on which we believe you can trade your WGD NFT. When you click such link, we may not warn you that you have left our Service and are subject to the terms and conditions and privacy policies of a Third-Party Site. You agree that your use of any Third-Party Site is at your own risk even if we provide links to them from our Site. You may need to comply with any terms and conditions governing the use of such Third-Party Sites and you should review all applicable terms and conditions and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction on any Third-Party Site.
References or links to any Third-Party Site are provided for your convenience and information only. Such links should not be interpreted as endorsements by us of the Third-Party Sites. We have no control over the contents of those Third-Party Sites and disclaim any liability, and accept no responsibility, for the content of any Third-Party Site referred to or accessed through our Service. The fact that we have listed a Secondary Marketplace on our Website is not a guarantee or endorsement that such Secondary Marketplace will support a WGD NFT or allow all possible transactions with a WGD NFT.
You acknowledge and agree that we are not a party to any agreement or transaction where you trade on any Secondary Marketplace a WGD NFT which was initially purchased via our Service, whether or not a commission or fee is received by us as a consequence of the transaction. We are not liable for any loss incurred by you for fees or other amounts not received by you or from any amounts payable by you in connection with any transaction that takes place on Secondary Marketplaces or on any other Third-Party Sites.
The WGD NFTs implement Ethereum Improvement Proposal 2981 (EIP-2981) which would allow Secondary Marketplaces to obtain information about the payment of a royalty requested by us for secondary sales. The information can be read from the smart contract. If a Secondary Marketplace chooses to implement the information, the royalty shall be payable on all transactions of the WGD NFT on that Secondary Marketplace. The royalty shall be shared between us and K-Swiss. However, EIP-2981 is still in draft and is subject to further review.
- Limited License.
In connection with your purchase of one or more WGD NFTs, and subject to your compliance with the terms of this Agreement, WGD may grant you a limited license to display the Artwork associated with such WGD NFT(s). The terms of said limited license, including restrictions on the use of any such Artwork and provisions related to the term and termination of same, can be found on the WGD Website (“Limited License”).
You acknowledge and agree that WGD (or, as applicable, its licensors) owns all legal right, title, and interest in and to the content of the Site, the K-Swiss Shoes, and all intellectual property rights therein, including without limitation the Artwork. Any rights that you may have in and to the Artwork are limited to those expressly described in the Limited License. WGD (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the K-Swiss Shoes, including all copyrights in and to the K-Swiss Shoes and Artwork (e.g., the right to reproduce and make copies, to prepare derivate works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).
- Links to Our Website
In connection with the sale of a WGD NFT, you may link to our Site, provided you do so in a way that is fair, not misleading in any way, legal, and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site on any website that is not owned by you and you must not frame our Site on any other website. We reserve the right to withdraw the foregoing linking permission without notice.
- Intellectual Property Rights
- Our Service
We are the owner or the licensee of, or have a valid right to use, all intellectual property rights in the Service and in the images, photographs, illustrations and other content created by us or for us or featured in connection with our Service (including the look and feel, design and graphics of our Site). All such rights are reserved to us. Except as permitted by law, you must not reproduce, distribute, transmit, disseminate, create derivate works of, perform, display or otherwise use in any way any material (or part thereof) on our Site or obtained via our Service other than the Digital Artwork you may acquire.
If your use of the Service breaches this Terms of Service, your right to use our Service will cease immediately and you must, at our option, return or destroy any copies or other infringing material so created.
- WGD NFT and Associated Artwork and Digital Artwork
You acknowledge that your purchase of a WGD NFT means you have full ownership rights in the WGD NFT itself, including the right to store, sell and transfer your WGD NFT. However, your purchase of a WGD NFT from a seller does not provide any rights, express or implied, in (including, without limitation, any copyrights or other intellectual property rights in and to): (a) the Digital Artwork other than the right to copy and display the Digital Artwork for your own personal, non-commercial use or (b) the Artwork other than ownership of that physical piece.
We are not responsible or liable if the Digital Artwork becomes inaccessible to you for any reason, or for any modifications or changes to the Digital Artwork that someone other than us may make, including the deletion of the Digital Artwork.
- License to Digital Artwork
You have the right to display and share the Digital Artwork associated with your WGD NFT: (i) for the purpose of sharing the Digital Artwork on our Site and on any Secondary Marketplaces, platforms or exchanges operated by third parties that support WGD NFTs in connection with the sale, transfer, or trade of your WGD NFT and (ii) for the purpose of sharing your purchase or ownership of your WGD on social media and digital platforms. As noted above, you do not have any rights or license to the Artwork other than ownership of that physical piece.
Whilst you are permitted to sell, transfer or trade the WGD NFT, you do not have the right to use the Digital Artwork for commercial purposes including, without limitation, to do any of the following for commercial purposes: (i) reproduce the Digital Artwork or make or sell copies of it; (ii) modify the Digital Artwork or create derivate works of it; (iii) incorporate the Digital Artwork in any other work or forms of media; (iv) mint, tokenize or create an additional cryptographic token, including an NFT, representing or associated with the Digital Artwork; or (v) otherwise exploit the Digital Artwork for commercial purposes.
Upon your sale, purchase, transfer or burning of the WGD NFT or if your ownership of the WGD NFT is relinquished for any other reason, your rights and interest in the WGD NFT and Digital Artwork immediately and automatically terminate.
- DISCLAIMER OF WARRANTIES
IF YOU CHOOSE TO USE THE SITES OR SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. THE SITES AND SERVICES ARE PROVIDED “AS IS” AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES OR OTHER TERMS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT: THAT THE SITES OR SERVICES, OR ANY OF THEIR FUNCTIONS, WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY PART OF THE SITES OR SERVICES, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS . WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITES OR SERVICES WITH REGARD TO CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPROPRIATENESS FOR ANY PURPOSE, OR OTHERWISE. DUE TO THE NATURE OF THE INTERNET, WGD CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE SITES OR SERVICES. WGD MAY RESTRICT THE AVAILABILITY OF THE SITES OR SERVICES OR CERTAIN AREAS OR FEATURES IF NECESSARY, IN VIEW OF CAPACITY LIMITS, THE SECURITY OR INTEGRITY OF ITS SERVERS, OR TO CARRY OUT MAINTENANCE MEASURES THAT ASSIST IN THE PROPER OR IMPROVED FUNCTIONING OF THE SITES OR SERVICES. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITES OR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SITES OR SERVICES.
You agree that the WGD NFTs are not and shall not be fractionalized or capable of use as a coupon, investment, security or other financial instrument or knowingly marketed in any other manner that would cause transactions to be governed by any applicable securities laws, including but not limited to the Securities Act of 1933, and are not convertible virtual currencies.
You acknowledge and agree that the characterization and regulatory scheme governing NFTs, cryptocurrencies, and blockchain technology is uncertain and continually evolving, and is accompanied by inherent risks, including risks related to faulty or insufficient hardware, software, or internet connections; introduction or intrusion of malicious code or software; hacking or unauthorized access to your digital wallet or information stored therein, or of theft or diversion of funds therefrom; volatility and unstable or unfavorable exchange rates; and the risk of unfavorable regulatory intervention and/or tax treatment in relation to transaction in cryptocurrency. You further acknowledge and agree that digital assets are highly experimental, risky, and volatile, and your use of the Site and Services to purchase digital assets may carry substantial financial risk, including the risk of loss in trading digital assets. By using the Site or Services, you represent that you have sufficient knowledge, sophistication, and experience with respect to NFTs, cryptocurrency, and blockchain technology, to make your own evaluation of the merits and risks of any transaction conducted via the Site or Services or any digital asset associated with such transaction. Under no circumstances will the operation of all or any portion of the Site or Services by WGD be deemed to create a relationship that includes the provision or tendering of investment advice.
You shall indemnify, defend (at WGD’s request) and hold harmless WGD, its affiliates and licensors, and its and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties, fines, expenses and other costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this Agreement. WGD will also have the right to provide our own defense additionally or alternatively at our own expense.
- Limitation of Liability.
In no event will WGD be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. WGD’s aggregate liability under this Agreement shall not exceed the net revenues actually received by WGD in connection with any transaction in which You purchased or sold your WGD NFT. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will WGD be liable for any inability for you to access the K-Swiss Shoe for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the K-Swiss Shoe is stored; (b) any Third Party Vendor; or (c) any other NFT platform.
WGD will have the unrestricted right to assign this Agreement and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder. This Agreement is personal to you and shall not be assigned or transferred by you. Any other attempt by you to assign, sub-license, or transfer your rights under this Agreement shall be null and void.
Your rights and remedies in the event of any breach of this Agreement are strictly limited to the right, if any, to recover damages, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek, any equitable relief, whether injunctive or otherwise.
- Arbitration / Dispute Resolution For U.S. Residents.
- Governing Law.
These Terms shall be governed by and construed in accordance with the laws of the State of Florida without application of conflict of laws rules, except that these Arbitration provisions shall be governed by the Federal Arbitration Act.
- Resolution of Any Dispute.
2. YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
3. YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
4. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Federal Arbitration Act.
- Limitation of Legal Remedies.
2. All arbitrations under these Terms must be conducted on an individual (and not a class-wide) basis, and an arbitrator will have no authority to award class-wide relief. You acknowledge and agree that these Terms specifically prohibit you from commencing any legal proceedings as a representative of others, participating in a class, representative, or collective action as a class representative, class member or an opt-in party, acting as a private attorney general, or joining or consolidating Claims with claims or proceedings brought by any other person ("Class Action Waiver").
3. Exception to Arbitration. Only disputes or actions pertaining to WGD’s intellectual property rights, or statutory claims that pursuant to law are not arbitrable, are exempt from arbitration.
If any provision of this Section is declared or found by a court of competent jurisdiction or arbitrator to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions will remain fully enforceable, except that if the Class Action Waiver for any Claim cannot be enforced, then the provision to arbitrate will not apply.
- Dispute Resolution Non-U.S. Residents
If your country of residence or establishment is outside the U.S., these Terms will be governed by and interpreted in accordance with U.S. law.
- No Rights Of Third Parties.
You agree that there are no third-party beneficiaries to these Terms.
- Miscellaneous Terms.
- This Agreement constitutes the complete understanding and agreement of you and WGD and supersedes any and all prior or contemporaneous written or oral agreements between you and WGD with respect to all Articles. Prior agreements between WGD and you relating to any article(s) will continue to govern those prior article(s). The language of any clause or term of this Agreement will not be construed for or against the drafter. No right or term of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing and signed by you and WGD. Any modification or amendment to this Agreement must be made in writing and signed by you and WGD.
- We can make reasonable changes to this Terms of Service at any time for security, legal, regulatory or operational reasons. When we make material changes to the Terms of Service, we will provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your agreement within the Service or by sending you an email.
- We may transfer any of our rights and obligations under this Terms of Service to another organization.
- You may only transfer your rights and obligations under this Terms of Service if we agree in writing.
- Each of the clauses of this Terms of Service operates separately. If any part of this Terms of Service is disallowed or found to be ineffective by any court, regulator, or arbitrator, the other provisions shall continue to apply.
- If you breach this Terms of Service and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach this Terms of Service. The rights and remedies in this Terms of Service are cumulative and are not exclusive of any rights or remedies provided by law.
- This Terms of Service is between you and us and no other person shall have any rights to enforce any of its terms.
- The rights of you and us to terminate, rescind or agree any variation, waiver or settlement under this Terms of Service are not subject to the consent of any other person.
- This Terms of Service constitutes the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on our behalf of us which is not set out in this Terms of Service and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- This Terms of Service and its subject matter and formation (and any non-contractual disputes or claims) shall be governed by the laws of the State of Florida, United States.