TERMS OF SERVICE
1. INTRODUCTION
Welcome to the platform of IVAN DRAGOMIR™, a subsidiary of the ALUNEL™ Irrevocable Trust, doing business as IVAN DRAGOMIR™ ("IVAN DRAGOMIR ™", "our team", "we", or "us"). The guidelines and rules outlined in these Service Terms ("Terms") are applicable to your interaction with and usage of the IVAN DRAGOMIR™ digital platforms, including our website(s), application programming interfaces (APIs), mobile applications ("App"), and all software, utilities, features, or functionalities provided as part of our offerings. This encompasses, but is not limited to, using our platform for viewing, discovering, assisting in displaying, buying, selling or transferring digital tokens known as NFTs, and employing our resources, at your discretion, to directly engage with others for buying, selling, or exchanging non-fungible tokens (NFTs) on public blockchain networks. In these Terms, "NFT" refers to a unique digital asset or similar digital entity established on a blockchain network (such as Ethereum), which is enabled by smart contracts to be linked with or associated with specific content or data.
For purposes of these Terms, "user", "you", and "your" mean you as the user of the Service. If you use the Service 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.
KINDLY REVIEW THESE SERVICE TERMS ATTENTIVELY, AS THEY ENCOMPASS CRUCIAL DETAILS THAT HAVE IMPLICATIONS ON YOUR LEGAL RIGHTS. NOTABLY, AS DETAILED IN SECTION 14, THESE TERMS INCORPORATE AN ARBITRATION AGREEMENT AND A WAIVER OF CLASS ACTION. THIS MEANS THAT, EXCEPT FOR CERTAIN SPECIFIED EXCEPTIONS, ANY DISAGREEMENTS THAT ARISE BETWEEN US MUST BE SETTLED THROUGH INDIVIDUAL ARBITRATION INSTEAD OF IN A COURTROOM BY A JUDGE OR JURY.
BY CLICKING TO ACCEPT, SIGN, AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
IVAN DRAGOMIR™ is not a wallet provider, exchange, broker, dealer, financial institution, payments processor, money services business, or creditor. IVAN DRAGOMIR™ provides a peer-to-peer web3 service that helps users discover and directly interact with each other and NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with after the original sale offer and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.
IVAN DRAGOMIR™ is not party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Service and we make no claims, guarantees, or recommendations about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Service.
IVAN DRAGOMIR™ has the authority to alter or amend these Terms at any given time, based solely on our discretion. Should there be any modifications to these Terms, we will endeavor to notify you, for instance by announcing through the Service or by updating the "Last Updated" date at the start of these Terms. Your continued access or use of the Service signifies your agreement to the updated Terms and all terms incorporated by reference, effective from the date these Terms are modified. It is your responsibility to regularly review the Terms to stay informed of such changes and to understand the terms and conditions that are applicable whenever you access or use the Service.
2. SERVICE ACCESS
In the realm of web3, your blockchain address serves as your identity on IVAN DRAGOMIR™. Consequently, to access the Service, you require a blockchain address and a third-party wallet. Your account on the Service ("Account") will be linked to your blockchain address. However, if you wish to enhance your IVAN DRAGOMIR™ presence, you have the option to include extra details, like a profile picture, in your Account.
Your IVAN DRAGOMIR™ Account is tied to your blockchain address, displaying its NFTs and any linked content. By using your wallet with our Service, you acknowledge adherence to the wallet provider's terms. We don't operate or control wallets, nor can we access or manage their contents. IVAN DRAGOMIR™ is not responsible for your wallet use and makes no guarantees about the Service's compatibility with specific wallets. It's crucial to keep your wallet secure and confidential, including its credentials and seed phrase. For wallet issues, contact your wallet provider. You're responsible for your Account and associated wallet; IVAN DRAGOMIR™ is not liable for your actions or any security breaches of your Account or wallet.
You affirm and guarantee that you will adhere to all relevant laws (such as local, state, federal, and other regulations) while using the Service. To fulfill our legal duties and maintain the safety of our users and platform, we may have to limit, suspend, or end your access to the Service. You understand that IVAN DRAGOMIR™ is not required to reveal the reasons for any such actions taken against your account.
By using the Service, you confirm that: (a) you are not in or from an area under a U.S. Government embargo; (b) you are not subject to any government or U.N. sanctions; (c) you are not owned or controlled by anyone under sanctions or in an embargoed area; (d) your officers or representatives are not under sanctions or in an embargoed area; (e) you have not and will not deal with anyone covered in (a)-(d); and (f) you will not act for the benefit of anyone in (a)-(d). This applies throughout the duration of this agreement. If using the Service outside the U.S., ensure compliance with local laws.
Your access and use of the Service 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, geographic restrictions, potential violation of these Terms, or other actions that IVAN DRAGOMIR™, in its sole discretion, may elect to take.
We require all users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use IVAN DRAGOMIR™ through a parent or guardian"s Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old.
3. OWNERSHIP
ALUNEL™ Irrevocable Trust ("Licensor") retains full ownership of all NFTs that were minted by IVAN DRAGOMIR™. Even when a purchaser acquires these NFTs, they do not obtain an exclusive license to them. Purchasers agree to be bound by the licensing agreement detailed in Section 4, acknowledging that ownership of the NFT does not equate to exclusive licensing rights.
The Service, including its "look and feel" (e.g., text, graphics, images, logos, page headers, button icons, urls, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the IVAN DRAGOMIR™ logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of IVAN DRAGOMIR™ or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.
IVAN DRAGOMIR™"s NFTs, name, logo, trademarks, and any IVAN DRAGOMIR™ product or service names, designs, logos, and slogans are the intellectual property of ALUNEL™ Irrevocable Trust and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other "hidden text" utilizing "IVAN DRAGOMIR™" or any other name, trademark or product or service name of IVAN DRAGOMIR™ or our affiliates or licensors without our prior written permission. In addition, the "look and feel" of the Service constitutes the service mark, trademark or trade dress of IVAN DRAGOMIR™ and may not be copied, imitated or used, in whole or in part, without our prior written permission.
4. License & Use of NFts
Upon acquiring an NFT, you are thereby presented with three options: you can retain the NFT in its digital form for non-commercial, personal use, sell the purchased NFT or opt to imprint it onto physical products for commercial purposes. Should you decide to commercialize the purchased NFT by transferring its imagery onto tangible goods, it is mandatory for you to reach out to Authentiplus™ Certification Program, accessible at domain www.Authentiplus.com. There, you can inquire on how to receive comprehensive guidance regarding the extent of your rights and limitations ("Licensing Agreement") pertaining to the commercialization of the NFT on physical products. This step ensures adherence to specific protocols and preserves the reputation of our IP and integrity of the NFT's usage in physical merchandise sales.
5. Third-Party Content, Agreements, and Services
After purchasing the NFT, if you wish to resell your purchased NFT, you are solely responsible for determining and establishing the price of the purchased NFT, inclusive of any applicable tax.
For the resale of an NFT, the Licensor, IVAN DRAGOMIR™, imposes a fee amounting to 90% of the sale price. However, IVAN DRAGOMIR™ does not levy charges for gas or network fees associated with the transaction. These additional expenses, including any costs incurred for the transaction or payment processing, are handled and paid directly to the payment processors, or blockchain validators. As IVAN DRAGOMIR™ does not collect these ancillary costs, it is unable to issue refunds for them.
6. User Conduct
To protect our community and comply with our legal obligations, we reserve the right to take action, with or without advance notice, if we believe in our sole discretion that you have violated these Terms or that you may use our Service for unlawful activity. This may include: removing or limiting the ability to view or interact with certain NFTs; disabling or restricting the ability to use the Service (or certain aspects of the Service); and/or other actions
1. You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, in connection with using the Service. You also agree that you will not:
2. Use or attempt to use another user"s Account without authorization from such user;
3. Pose as another person or entity, or use a wallet to engage in a transaction on IVAN DRAGOMIR™ that is owned or controlled, in whole or in part, by any other person;
`4. Claim an IVAN DRAGOMIR™ username for the purpose of reselling it, confusing others, deriving others" goodwill, or otherwise engage in name squatting;`
5. Access the Service from a different blockchain address if we"ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
6. Distribute spam, including through sending unwanted NFTs to other users;
7. Use the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Service in any manner;
8. Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to IVAN DRAGOMIR™;
9. Use our Service, including our APIs, in any way that conflicts with our developer policies;
10. Use our Service for commercial purposes inconsistent with these Terms or any other instructions;
11. Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
12. Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
13. Sell or resell the Service or attempt to circumvent any IVAN DRAGOMIR™ fee systems;
14. Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear in a certain area on IVAN DRAGOMIR™'s site or at the top of search results, or artificially increasing view counts, favorites, or other metrics that IVAN DRAGOMIR™ might use to surface or sort items, collections, or search results;
15. Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
16. Use the Service, directly or indirectly, for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to IVAN DRAGOMIR™;
17. Use the Service, directly or indirectly, for, on behalf of, for the benefit of, or in connection with (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction.
18. Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
19. Use the Service to sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
20. Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
21. Use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
22. Infringe or violate the intellectual property rights or any other rights of others;
23. Create, display, purchase, or sell illegal content, such as content that may involve child sexual exploitation;
24. Create or display NFTs or other items that promote suicide or self-harm, incite hate or violence against others, or dox another individual;
25. Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Service;
26. Use the Service with the proceeds of unlawful activity or with a wallet used to engage in unlawful activity;
27. Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.
Finally, by using the Service, you understand the importance of DYOR – doing your own research. You bear full responsibility for verifying the authenticity, legitimacy, identity, and other details about any NFT, collection, or account that you view or otherwise interact with in conjunction with our Service. We make no claims, guarantees or recommendations about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Service.
7. Intellectual Property Rights
You are solely responsible for your use of the Service and for any information you provide, including compliance with applicable laws, rules, and regulations, as well as these Terms, including the User Conduct requirements outlined above.
8. Indemnification
By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless IVAN DRAGOMIR™, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the "IVAN DRAGOMIR™ Parties"), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys" fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third party, and (e) your negligence or willful misconduct. You agree to promptly notify IVAN DRAGOMIR™ of any Claims and cooperate with the IVAN DRAGOMIR™ Parties in defending such Claims. You further agree that the IVAN DRAGOMIR™ Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND IVAN DRAGOMIR™.
9. Disclaimers
Using the Service is entirely at your own risk. You acknowledge and agree that the Service is offered on a "as is" and "as available" basis. IVAN DRAGOMIR™ explicitly disclaims any warranties or conditions, be they explicit or implied. IVAN DRAGOMIR™ (along with its suppliers) does not guarantee or assume liability for the Service's ability to: (A) fulfill your needs; (B) be continuous, timely, secure, or free of errors; or (C) be precise, trustworthy, complete, lawful, or safe. IVAN DRAGOMIR™ rejects all other express or implied warranties or conditions, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. IVAN DRAGOMIR™ is not liable for any loss resulting from actions taken or not taken based on the information or material provided by the Service. While IVAN DRAGOMIR™ strives to make your use of the Service secure, it cannot assure or warrant that the Service, its content, links to or associated with NFTs, or any NFTs interacted with through our Service or our service providers' servers are virus-free or devoid of other harmful components. The security of data disclosed online cannot be guaranteed. No advice or information, whether spoken or obtained from IVAN DRAGOMIR™ or through the Service, constitutes any warranty or representation not explicitly stated in this agreement. You acknowledge the inherent security risks of online transactions and will not hold IVAN DRAGOMIR™ accountable for any security breaches.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR LOSS OF USE OF NFTS, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.
NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). IVAN DRAGOMIR™ AND/OR ANY OTHER IVAN DRAGOMIR™ PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS
NO IVAN DRAGOMIR™ PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO IVAN DRAGOMIR™ PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
10. Assumption of Risk
You accept and acknowledge:
The value of an NFT is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
You understand that you are responsible for any fees related to use of the Service, including for actions you take on the blockchain, regardless of whether a successful transaction occurs, and that such fees are final and irreversible.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. IVAN DRAGOMIR™ is not responsible for determining, withholding, collecting, reporting, or remitting any taxes that apply to your NFTs or the sale/purchase of your NFTs.
There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
We do not have ownership or control of the smart contracts deployed by third parties, and are not responsible and make no guarantees regarding their operation and functionality.
We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and IVAN DRAGOMIR™ has no ability to reverse any transactions on the blockchain.
There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that IVAN DRAGOMIR™ will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
11. Limitation of Liability
To the maximum extent allowed by law, you acknowledge and agree that when utilizing IVAN DRAGOMIR™ services or related products, including those from third parties, IVAN DRAGOMIR™ and its service partners are not liable for any indirect, direct, special, punitive, incidental, or consequential damages. This encompasses but is not limited to losses of profits, revenue, data, goodwill, or other similar losses that might result from your use of these services or from any agreements pertaining to them. This limitation is in effect even if such losses were predictable or if IVAN DRAGOMIR™ had been informed of the potential for such damages. Moreover, you accept that any risks related to the use of these services, such as damage to your computer system or mobile device or data loss, are your sole responsibility.
DESPITE ANY DIFFERING PROVISIONS IN THIS AGREEMENT, THE TOTAL LIABILITY OF IVAN DRAGOMIR™ CONNECTED TO OR ARISING FROM THESE TERMS, INCLUDING BUT NOT LIMITED TO THE USE OF THE SERVICE, CONTENT, NFTS, OR ANY PRODUCTS OR SERVICES OFFERED BY IVAN DRAGOMIR™, SHALL NOT EXCEED THE HIGHER OF EITHER (A) $100 OR (B) THE ACTUAL AMOUNT PAID TO IVAN DRAGOMIR™ FOR THE SPECIFIC SERVICES RELATED TO THE CLAIM AT HAND. THESE LIMITATIONS REMAIN IN EFFECT EVEN IF THE PRIMARY REMEDY DOES NOT FULFILL ITS FUNDAMENTAL PURPOSE
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
12. Privacy Policy
Consult our Privacy Policy to understand the ways in which we gather, utilize, and disseminate data obtained from or concerning you ('Your Information'). When you provide Your Information via our Service, you are acknowledging and accepting the conditions outlined in our Privacy Policy. Additionally, you explicitly permit the gathering, utilization, and sharing of Your Information as described in the Privacy Policy.
13. Modifications to the Service
We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result.
14. Dispute Resolution; Arbitration
A. Dispute Resolution. Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with IVAN DRAGOMIR™ and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. IVAN DRAGOMIR™ does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.
B. Applicability of Arbitration Agreement. In the event of any dispute, claim or controversy between or among the parties to this Agreement arising out of or relating to this Agreement or any breach thereof, including, without limitation, any claim that this Agreement or any of its parts is invalid, illegal or otherwise voidable or void, whether such dispute, claim or controversy sounds in contract, tort, equity or otherwise, and whether such dispute, claim or controversy relates to the meaning, interpretation, effect, validity, performance or enforcement of the Agreement, any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm and or infringement of Intellectual Property Rights, arbitration will be administered by the American Arbitration Association (hereinafter AAA) in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
C. Dispute resolution process. You and IVAN DRAGOMIR™ both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: IVAN DRAGOMIR™, Attn: Legal Department, 12128 N DIVISION ST, Unit #511, SPOKANE, WA 99218. Both parties agree to confer personally, by mail (hereinafter "Conference") to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if IVAN DRAGOMIR™ is represented by counsel, its counsel may participate in the Conference as well, but IVAN DRAGOMIR™ agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
D. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must register with American Arbitration Association (hereinafter AAA) and fill the proper forms in regard to your claims. The arbitration locale will be conducted by AAA in Seattle, WA, an established dispute resolution provider. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitration shall be conducted by tribunal panel of three (3) Arbitrators. The three Arbitrators will be selected by the following method: ALUNEL™ Irrevocable Trust will select one Arbitrator and Licensee shall select one Arbitrator and those two Arbitrators will select the third Arbitrator who will act as Chair. The Chair will have a minimum of three years demonstrably knowledgeable experience in Intellectual Property/Trademark Infringement. The Chair of the arbitration will be selected by agreement of the Arbitrators, however if the Arbitrators cannot agree, the selection will be made by AAA. The arbitrator(s) shall have authority to award special damages. The arbitrators shall be entitled to issue injunctive and other equitable relief. Prevailing Parties are entitled to recover the costs of the Arbitration including AAA administrative cost, Arbitrator compensation and expenses and Attorney's Fees in whatever percentage of the original claim each Party is determined by the Arbitrator(s) to have prevailed. The Arbitration shall be conducted, and the Award decided based on the submission of documents with no in-person, no oral hearing and no oral testimony given. Discovery will be limited to a timely exchange within ten (10) days of request of no more than 500 pages total. The Award shall contain a recitation of full findings of fact and conclusions of law. The Arbitrator(s) are limited to awarding an amount submitted prior to the commencement of the hearings, contained in a sealed envelope by each of the Parties. The Parties agree to keep confidential the proceedings, participants, documents and evidence and Award of, the arbitration, except as necessary to conduct the arbitration or in connection with any court application, related to the arbitration or as otherwise required by law.
E. Waiver of Jury Trial. YOU AND ALUNEL™ Irrevocable Trust HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and ALUNEL™ Irrevocable Trust are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the second bullet of this Section 14, above ("Applicability of Arbitration Agreement"). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
F. Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. 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 ALUNEL™ Irrevocable Trust agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection"s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in Spokane County in the State of Washington. All other claims shall be arbitrated.
G. Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
H. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with IVAN DRAGOMIR™ a subsidiary of ALUNEL™ Irrevocable Trust.
I. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if IVAN DRAGOMIR™ makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to IVAN DRAGOMIR™ at the following address: IVAN DRAGOMIR™, Attn: Legal Department, 12128 N DIVISION ST, Unit #511, SPOKANE, WA 99218
15. Governing Law and Venue
These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the State of Washington (without regard to conflict of law rules or principles of the State of Washington, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section 14 or cannot be heard in small claims court, shall be resolved in the state or federal courts of Spokane County in the State of Washington, and the United States, respectively, sitting in the State of Washington.
16. Termination
If you breach any of the provisions of these Terms, all licenses granted by of ALUNEL™ Irrevocable Trust will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, restrict, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us. If we terminate your Account or restrict your access or use of the Service, you retain ownership of your NFTs. You may still access your NFTs through public blockchains and other web3 wallets, platforms, and/or websites.
17. Severability
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
18. Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to of ALUNEL™ Irrevocable Trust for which monetary damages would not be an adequate remedy and of ALUNEL™ Irrevocable Trust 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.
19. Export Laws
You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by of ALUNEL™ Irrevocable Trust hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
20. Survival
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 these Terms by IVAN DRAGOMIR™ or you. Termination will not limit any of IVAN DRAGOMIR™'s other rights or remedies at law or in equity.
21. Miscellaneous
These Terms (and any other applicable terms or policies incorporated by reference in these Terms) constitute the entire agreement between you and of ALUNEL™ Irrevocable Trust relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of ALUNEL™ Irrevocable Trust, and of ALUNEL™ Irrevocable Trust"s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. 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 Service is operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and of ALUNEL™ Irrevocable Trust agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
Last Updated January 15th, 2024
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