Just Cubes LLC Terms and Conditions of Sale
TERMS & CONDITIONS OF SALE
These Terms and Conditions of Sale (the “Sales Terms and Conditions“) constitute a legally binding agreement between you and JustCubes, LLC (“JustCubes”). The JustCubes collection is a collection of digital artworks (non-fungible tokens, or “NFT’s”) running on the Ethereum network. This website is an interface allowing participants to exchange content comprising digital collectibles in the form of images (the “JustCubes Collection NFT’s”), and content related thereto.
These Sale Terms and Conditions govern your purchase and use of any JustCubes collection NFT and associated Content, including all art, graphics and images that may be associated with your JustCubes collection NFT (the “Artwork”).
Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. As transactions involving JustCubes Collection NFTs and the Artwork run on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
By purchasing any JustCubes Collection NFT, or by entering into any other transaction for a JustCubes Collection NFT or related Artwork, you expressly acknowledge that you understand and accept all of these Sale Terms and Conditions. IF YOU DO NOT AGREE TO BE BOUND BY THESE SALE TERMS AND CONDITIONS, THEN YOU MAY NOT PURCHASE ANY JUSTCUBES COLLECTION NFTS OR OTHERWISE TRANSACT ANY BUSINESS INVOLVING JUSTCUBES COLLECTION NFTS OR RELATED ARTWORK.
OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that JustCubes owns all legal right, title, and interest in and to the JustCubes brand, the JustCubes Collection NFT brand, all JustCubes’ copyrights, trademarks and logos, JustCubes’ marketing materials, JustCubes’ software and games, the JustCubes.io domain name, and all related intellectual property, including the Artwork, and all related intellectual property rights in and to the Artwork (collectively, the “JustCubes IP”). You acknowledge that the JustCubes IP is protected by applicable laws including applicable copyright and trademark laws. The rights that you have in and to the Artwork are limited to those expressly stated in these Sale Terms and Conditions. JustCubes reserves all rights and ownership in and to the JustCubes IP that is not expressly granted to you in these Sale Terms and Conditions.
You acknowledge and agree that, except with the express written permission of JustCubes, which is not and shall not be granted by these Sale Terms and Conditions: (a) you will not apply for, register, or otherwise use or attempt to use any JustCubes’ trademarks or service marks – including the brand JUSTCUBES -, or any confusingly similar marks, anywhere in the world; and (b) you have no right to and shall in no event take any enforcement action (including by, for example, sending takedown notices) or make any claims based on any JustCubes IP without JustCubes’ prior written consent. JustCubes may, in its sole discretion, undertake any necessary actions to prevent any unlicensed or unauthorized use and/or distribution of any JustCubes IP.
When you purchase any JustCubes Collection NFT, you own the NFT. Each of the JustCubes Collection NFTs is a NFT on the Ethereum blockchain. Ownership of the JustCubes Collection NFT is mediated entirely by the Smart Contract and the Ethereum Network.
Upon your purchase of any JustCubes Collection NFT, including any related Artwork, and subject to your ongoing and continued compliance with these Sale Terms and Conditions, JustCubes grants you a non-exclusive, transferable, sub-licensable, perpetual, non-revocable, royalty-free license (the “License”) to use, produce, reproduce, and display the Artwork, for only non-commercial purpose or use, unless given express written consent of an authorized agent of JustCubes (the “Licensed Rights”).
You shall not:
1. Use or reproduce the Artwork in any manner that is inconsistent with these Sale Terms and Conditions;
2. attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork;
3. use or reproduce the Artwork in any manner to harass, abuse, or threaten others or otherwise violate any person’s legal rights;
4. use or reproduce the Artwork to violate any person’s legal rights, or to violate any intellectual property rights of JustCubes or JustCubes’ licensors and affiliates, or any third party;
5. use or reproduce the Artwork in any fraudulent manner or in any manner to perpetrate any fraud, to publish or distribute any obscene or defamatory material, to publish or distribute any material that incites violence, hate, or discrimination towards any group, to publish or distribute any pornographic material or use or reproduce the Artwork for any pornographic purpose, or to unlawfully gather information about others;
6. transfer the right to use the Artwork, except to the extent expressly permitted in these Sale Terms and Conditions;
7. disparage JustCubes, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys; or
8. use or reproduce the Artwork except as expressly provided for in these Sale Terms and Conditions.
To the extent the Artwork contains any third-party intellectual property rights (e.g., licensed intellectual property rights from a celebrity, artist, or other public figure), you understand and agree that: (i) you will not have the right to use any third-party intellectual property rights in any way except as incorporated in the Artwork, and only subject to the license and restrictions contained in these Sale Terms and Conditions; (ii) depending on the nature of the license granted from the owner of the third-party intellectual property rights, JustCubes may need to pass through additional restrictions on your ability to use the Artwork; and (iii) to the extent that JustCubes notifies you in these Sale Terms and Conditions or otherwise notifies you of any additional restrictions that apply to the Artwork due to third-party intellectual property rights, you will comply with those restrictions, and your failure to comply with those restrictions will be deemed a breach of these Sale Terms and Conditions.
TERMINATION OF LICENSED RIGHTS
The Licensed Rights shall automatically terminate and all rights shall return to JustCubes if: (a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent, or your assets are placed in the hands of a receiver; (b) you engage in any unlawful business practice related to your JustCubes Collection NFT; (c) you breach any of these Sale Terms and Conditions or any of your obligations under these Sale Terms and Conditions; or (d) you disparage JustCubes, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys.
DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
YOU UNDERSTAND AND ACKNOWLEDGE THAT JUSTCUBES COLLECTION NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN AND ARE NOT LEGAL TENDER OR INTENDED FOR INVESTMENT PURPOSES. ALL SMART CONTRACTS RELATING TO YOUR JUSTCUBES COLLECTION NFT RUN ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN. ALL TRANSFERS OF JUSTCUBES COLLECTION NFTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN. JUSTCUBES HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO ANY OF THOSE SMART CONTRACTS OR TRANSFERS. ALL JUSTCUBES COLLECTION NFTS AND ARTWORK ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. JUSTCUBES DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING JUSTCUBES COLLECTION NFTS OR ANY PART THEREOF (INCLUDING ANY SMART CONTRACT, ARTWORK, OR SECONDARY SALES OF JUSTCUBES COLLECTION NFTS), INCLUDING ANY EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY, RELIABILITY, THAT DEFECTS IN JUSTCUBES COLLECTION NFTS, OR ITS SUPPORTING SYSTEMS OR TECHNOLOGY, WILL BE CORRECTED, OR THAT THE DELIVERY MECHANISM FOR JUSTCUBES COLLECTION NFTS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL JUSTCUBES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO YOUR JUSTCUBES COLLECTION NFT AND ARTWORK OR YOUR ACQUISITION OF JUSTCUBES COLLECTION NFTS, OR ARTWORK (EVEN IF JUSTCUBES HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF JUSTCUBES FOR ANY CAUSE OR ACTION WHATSOEVER RELATED TO YOUR JUSTCUBES COLLECTION NFT AND ARTWORK OR YOUR ACQUISITION OF JUSTCUBES COLLECTION NFTS, EXCEED USD$100.
THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY REMEDY SET FORTH IN THESE SALE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
ASSUMPTION OF RISK
You agree that you assume the following risks, and that you understand and agree to the following: (a) to the extent there is a price or market for a blockchain asset such as a non-fungible token, (i) those prices and markets are extremely volatile, (ii) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including your JustCubes Collection NFT, and (iii) there is no guarantee that your JustCubes Collection NFT will have or retain any value; (b) the commercial or market value of your JustCubes Collection NFT may materially diminish in value as a result of a variety of things, including negative publicity associated with JustCubes; (c) there are risks associated with using and acquiring Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information and assets stored within your digital “wallet” or elsewhere, and JustCubes expressly disclaims any responsibility for these risks; (d) JustCubes does not make any promises or guarantees about the availability of your JustCubes Collection NFT or Artwork or any other JustCubes Collection NFT or Artwork, or that JustCubes or any other third party will host your JustCubes collection NFT or Artwork or any other JustCubes collection NFT or Artwork at any specific location and/or for any specific period of time; (e) upgrades to the Ethereum blockchain, a hard fork or other change to the Ethereum blockchain, a failure or cessation of the Ethereum blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain, may have adverse effects on all blockchains using those or similar technologies, including JustCubes Collection NFT, and JustCubes shall not be responsible for any such adverse effect; (f) any agreements and obligations by JustCubes are not transferable, and JustCubes does not make (and expressly disclaims) any promises or guarantees to any third parties related to your JustCubes collection NFT; (g) the risk of losing access to your JustCubes collection NFT due to loss of your private key(s), custodial error or purchaser error; (h) the risk of mining attacks; (i) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties; (j) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and newregulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of your JustCubes Collection NFT(s); (k) the taxes due as a result of, and tax consequences associated with, your acquisition of any JustCubes Collection NFT or other JustCubes collection NFT-related transactions; and (l) the risk of engaging in any transactions relating to your JustCubes Collection NFTs with third parties (e.g., transferring your JustCubes Collection NFT to a third party on any so-called “secondary market”).
You also acknowledge and agree that: (i) you have obtained sufficient information to make an informed decision regarding the JustCubes Collection NFT; (ii) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; and (iii) JustCubes will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to any JustCubes Collection NFTs.
JUSTCUBES ARE NOT INTENDED AS INVESTMENTS
JustCubes Collection NFT’s are meant to be fun NFTs for you to collect. They are not meant as investment vehicles. We make absolutely no promise or guarantee that the JustCubes Collection NFT’s will be worth anything more than what you and the market deem the art to be worth. This could very well be zero monetary value. You understand and agree that the JustCubes Collection NFT’s have no inherent monetary value, and they should be treated as nothing more than a collectible with potential future value or lack thereof.
DISPUTES, LAW AND VENUE
Any and all disputes by a third party against JustCubes arising or relating to a) the interpretation or application of this Sales Terms and Conditions, b) the JustCubes Collection NFT and/or Artwork, c) JustCubes’ IP, or d) concerning each Party’s relationship with the other or termination thereof, shall be subject to arbitration in Texas, USA under the then existing rules of the American Arbitration Association, and will be interpreted under Texas law. Judgement rendered by the Arbitrator is final and not appealable. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Each Party shall bear its own costs in connection with such arbitration, including legal representation, transportation, food, lodging, translators and translations, except that the arbitrator may award AAA administrative fees and charges (not the prevailing party’s attorneys’ fees or other costs) in whole or in part to the prevailing party. Nothing contained in this Section shall limit the right of any Party to enforce by court injunction or other equitable relief, the other Party’s obligations under this Sales Terms and Conditions. All proceedings will be held in the English language.
You acknowledge that you cannot purchase or use any JustCubes Collection NFT or Artwork if you: (a) are not able to form legally binding contracts; or (b) are a person with whom such transactions are prohibited under economic or trade sanctions.
You will defend, indemnify, and hold JustCubes and its employees, representatives, executives, directors, and affiliates and related entities harmless from any claims, actions, suits, losses, costs, damages, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your purchase of any JustCubes Collection NFT, Artwork, and Licensed Rights, including: (a) your breach of any of these Sale Terms and Conditions or any other terms and conditions of use set forth on JustCubes’ website; (b) your violation of any law or the rights of any third party as a result of your own interaction with that third party; (c) any allegation that any materials or communications that you submit to us infringe or otherwise violate the intellectual property rights of any third party; or (d) any other activities in connection with any JustCubes Collection NFT or Artwork. This indemnity shall be applicable without regard to the negligence of any Party, including any indemnified person. JustCubes reserve the right to control the defense of any matter for which you are required to indemnify JustCubes, and you agree to cooperate with JustCubes’ defense of these claims.
You are solely responsible for all taxes and charges that apply in connection with any JustCubes Collection NFT transaction. JustCubes is not responsible for determining the taxes that may apply to any of your transactions, and offers no representation or warranty that any such transaction will be tax-free or will not otherwise have tax consequences.
If any term or provision of these Sale Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Sale Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Use of section headers in these Sale Terms and Conditions is for convenience only and will not have any impact on the interpretation of any provision.
INTERPRETATION OF SALE TERMS AND CONDITIONS
Throughout these Sale Terms and Conditions, the use of the word “including” means “including but not limited to.” Any reference to “agree”, “agrees”, “represent”, “represents”, “acknowledge”, “acknowledges”, or any “acknowledgement” by you in these Sale Terms and Conditions, shall refer in all cases to your acceptance of these Sale Terms and Conditions by proceeding with your purchase or acquisition of a JustCubes Collection NFT. These Sale Terms and Conditions constitute the entire and only agreement between JustCubes and you with respect to the subject matter hereof.
The failure of JustCubes to enforce or insist upon strict compliance with any provision of these Sale Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision.
CHOICE OF LANGUAGE
The Parties acknowledge that they require that these Sale Terms and Conditions be drawn up in the English language only.