Updated: 16 September, 2022
Thank you for visiting VLGE.
These Terms are a legal agreement between you and VLGE and govern your access to and use of the Services (as defined below).
The VLGE Platform (defined below) enables users to create, buy, transfer and trade unique digital assets in the form of a blockchain-tracked, unique non-fungible token (each an “NFT”), which can then be used on the VLGE Platform for interactive entertainment purposes.
The VLGE Platform further enables users to purchase parcels in the VLGE Platform within which you can create Assets and visual scripting using certain maker tools, which creates an interactive experience built for, and published on, the VLGE Platform (each, a [“Game”]).
A Game may be made available to users of the VLGE Platform and you will control the pricing and business model (free, free-2-play or premium) of the Game. By utilizing our Services, you acknowledge and agree that VLGE is a non-custodial provider of software services that has developed and distributed the VLGE Platform where the Services occur without any involvement or actions taken by VLGE or any third-party.
For clarity, VLGE is not a party to any agreement between the buyer and seller of NFTs or between any users.
THE SERVICES ARE NOT INTENDED FOR THE USE OF CHILDREN UNDER 18 AND NO SUCH PERSON IS AUTHORIZED TO USE THEM. BY USING THE SERVICES, YOU ARE REPRESENTING THAT YOU ARE AT LEAST 18 YEARS OLD.
YOU ALSO REPRESENT, BY ACCESSING OR USING THE SERVICES, THAT YOU ARE OF LEGAL AGE TO ENTER INTO LEGAL AGREEMENTS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE SERVICES.
AUTO-RENEWAL NOTICE: SOME OF DIGITAL CLIENT’S SERVICES ARE SUBSCRIPTION-BASED AND AUTO-RENEWING ON A RECURRING BASIS. THIS MEANS THAT WE WILL BILL THE PAYMENT METHOD THAT YOU PROVIDE TO US UPON YOUR INITIAL PURCHASE AND ON A RECURRING BASIS AT THE BEGINNING OF EACH RENEWAL PERIOD. BY SIGNING UP FOR RECURRING SUBSCRIPTION PLANS, YOU AUTHORIZE RECURRING CHARGES TO YOUR PAYMENT METHOD.
Please see other terms below in Section 4 (“Fees”) regarding your subscription to the Services, including with regard to terminating your subscription.
“Content” means, collectively, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code in Services, but excluding User-generated NFTs.
“Creative Materials” means the rights, title and interest in and to any artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, trade dress, copyright, formulas and other creative materials that may be associated with an NFT.
“VLGE Platform” means the platform hosted on the Website, built and provided by VLGE to facilitate the transacting and display of NFTs, including without limitation the importing, minting, sale and purchase of NFTs.
“Linked Sites” means any links from the Services to other independent third-party websites.
“Services” means, collectively, the VLGE Platform, VLGE’s services and the Website.
“Submission” means any submission, feedback, comments or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) as well as any profile picture, banner, biography or other images or content connected to your profile. The terms
“User” or “you” means Website visitors, users of the VLGE Platform, and the individual accepting these Terms on behalf of any legal entity.
“Website” means VLGE’s website at www.vlge.com.
2. Proprietary Rights
2.1 In the Services
2.1.1 Unless otherwise noted, the Services and Content, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Services (excluding User-generated NFTs) is owned, controlled or licensed by or to VLGE and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without VLGE’s express prior written consent.
2.1.2 Certain third-party software tools included in or with the Services are open-source tools not provided by or warranted by VLGE and to which any restrictions stated in these Terms do not apply. In addition, certain open source components are licensed to VLGE under an open source license; such components are excluded from any licensing fee charged by VLGE for any of its Services.
2.1.3 You acknowledge and agree that any Submission is non-confidential and non-proprietary, shall be treated as public information, may be shared with others on other sites and platforms and is submitted by you in compliance with these Terms. Submissions that constitute feedback, comments or suggestions will be the sole and exclusive property of VLGE and you hereby irrevocably assign to us all of yourright, title and interest in and to all such Submissions, and VLGE shall have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Submissions in any manner it chooses. With respect to all other Submissions, you hereby grant VLGE an irrevocable, worldwide and perpetual license to use such Submissions as contemplated in these Terms.
2.1.4 Your provision of a Submission constitutes a warranty and indemnity that you have sufficient license and/or other rights in the content to allow all desired use by VLGE and that the information is submitted to VLGE in compliance with all applicable laws.
2.2 In the NFTs
2.2.1 You acknowledge and agree that the asset holder of the NFT owns all Creative Materials and all intellectual property rights therein. The rights that you have in and to the NFT Creative Materials are limited to those expressly stated herein. Notwithstanding any purchase of NFTs, all right, title, and interest in the Asset Holder Intellectual Property (as defined below), including the Creative Materials and other Asset Holder Intellectual Property incorporated in any NFTs and including all copyrights, trademarks, and other intellectual property rights therein, are held by the asset holder or its licensors, and you agree not to infringe, violate or misappropriate those exclusive rights.
2.2.2 Unless explicitly stated, you should assume that all Asset Holder Intellectual Property is protected by copyright, trademark and other applicable intellectual property rights and may not be used except as permitted in this Agreement. The asset holder does not grant, by implication, estoppel, or otherwise, any license or right to use any Asset Holder Intellectual Property or NFTs in a manner inconsistent with this Agreement without the prior written permission of the asset holder and/or any third party that may own additional intellectual property.
2.2.3 By using the Services, you grant VLGE a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), transferable right and license to use, reproduce, publicly display, distribute and adapt the publicly shared NFTs [and Games] for the purposes of developing, distributing, providing, improving, and promoting the Services, our activities, and your publicly shared NFTs [and Games]. You further grant VLGE the right to use your name and trademarks, if any, in connection with our use of your publicly shared NFTs [and Games].
2.2.4 You may make your NFTs [and Games] available for purchase in the VLGE Platform. When you upload an NFT and make it available for sale in the VLGE Platform, you retain ownership of all intellectual property rights associated with such NFT, but you agree to make a certain number of the underlying assets available for sale as NFTs. End users who purchase the NFT have the right to sell, trade, donate, give away, transfer, or otherwise dispose of the NFT as they see fit; provided, however, that each NFT will be tokenized so that it will have provable scarcity and proof of ownership.
2.2.5 If you make your NFTs [and Games] available to other users hereunder, you acknowledge and accept that such NFTs [and Games] (i) may be made available for purchase in the VLGE Platform; (ii) can be downloaded from a third party application or website operated by VLGE; and (iii) that the purchase of such NFTs and Games is governed by these Terms.
2.2.6 VLGE attempts to make sure that all NFTs [and Games] uploaded to the VLGE Platform are uploaded and made available for sale by their original creator, but VLGE is not liable if another user breaches any of our terms and conditions (including these Terms) and/or creates NFTs [or Games] of which they are not the original creator.
2.2.7 If you purchase an NFT in the VLGE Platform, you acknowledge and agree that the creator of the NFT owns all Creative Materials and all intellectual property rights therein in NFT, which means you as the purchaser cannot use the NFT for commercial purposes of any kind; provided, however, that you do acquire the right to display and resell the NFT in accordance with these Terms.
3.1 To the VLGE Platform
3.1.1 VLGE hereby grants to User, for the term of User’s subscription, a non-exclusive, non-transferable, non-sublicensable right and license to use the VLGE Platform, subject to the terms of this Agreement. VLGE reserves all rights, title, and interest in and to the Services, including all related intellectual property rights, subject to the limited rights expressly granted hereunder and the provisions related to open source components and User-generated NFTs.
3.2 To purchased NFTs.
3.2.1 You acknowledge and agree that the assets are made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement (and applicable terms of service of third party providers), VLGE grants to you a worldwide, non-exclusive, non-transferable (except as specifically provided herein), royalty-free license to display the NFT in the Platform, solely for your own personal, non-commercial use or as part of a marketplace that permits the purchase and sale of NFTs.
3.2.2 You may not (and may not permit any third party to):
126.96.36.199 modify the Creative Materials in any way, including without limitation, the shapes, designs, drawings, attributes, or color schemes
188.8.131.52 use the Creative Materials to advertise, market, or sell any product or service (with the exception of a resale of an NFT as permitted by these NFT Terms and applicable law);
184.108.40.206 grant any third-party the right to use through the Creative Materials;
220.127.116.11 use the Creative Materials in connection with images, videos, or other forms of media or content that depict or promote violence, hatred, sexual conduct, illicit drugs or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
18.104.22.168 sell, distribute, or otherwise commercialize merchandise that depicts, embodies, contains, or consists of the Creative Materials;
22.214.171.124 attempt to trademark, copyright, or otherwise acquire any intellectual property rights in the Creative Materials except for the limited license granted pursuant to these NFT; or
126.96.36.199 otherwise use the Creative Materials for your or any third party’s commercial benefit. To the extent that the Creative Materials contain any intellectual property licensed from a third party, you will not have the right to use such third party intellectual property in any way except as incorporated in the Creative Materials (and subject to all of the restrictions set forth herein with respect to your use of the Creative Materials). The license granted in these Terms apply only to the extent you continue to own the applicable NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of a NFT for any reason, the license granted in these Terms will immediately expire, and you will have no further rights in or to the NFT or the related Creative Materials for your or any third party’s commercial benefit. VLGE may need to pass through additional terms and/or restrictions on your ability to use the NFT. To the extent that VLGE or the seller of the NFT informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this Agreement.
3.2.3 The restrictions in this Section 3 will survive the expiration or termination of this Agreement.
3.2.4 The license granted to you hereunder shall automatically terminate and all rights shall return to VLGE if at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your licensed NFT for any reason except as specially provided in this Agreement.
4. Fees and Payment
4.1 For Platform Services
4.1.1 By subscribing to the VLGE Platform, you agree to pay the associated subscription fees and any applicable taxes. You will be presented with the subscription options, the amount of the associated fees and whether the subscription is recurring prior to processing the transaction. Except as expressly set forth herein, all fees are non-cancelable and nonrefundable. Subscription fees are subject to change. If we change our rates, we will provide notice to you in advance of your renewal period and give you an opportunity to cancel.
4.1.3 As noted above, fees for some of our subscription plans are auto-renewing on a recurring basis. You hereby authorize recurring charges to the payment card that you provide to us. We will bill your payment card upon your initial purchase (or at the endof a free trial if applicable) and on a recurring basis at the beginning of your new renewal period. You agree that VLGE will not be responsible for any expenses that you may incur resulting from overdrawing your bank account or exceeding your credit limit as a result of an automatic charge made under these Terms. You are responsible for letting us know immediately if you suspect any unauthorized use of your credit card or login credentials.
4.1.4 If we cancel your subscription for a reason other than for cause (such as your breach of these Terms), we will issue you a refund for your unused portion of your subscription.
4.1.5 From time to time we may offer free trials to, or introductory pricing for, the Services. These offers are available to you only if you have not previously been a subscriber to subscriber content. If you respond to a free trial or introductory pricing offer but do not qualify, we reserve the right to reject your order.
4.1.6 You agree to keep your account and payment information current at all times. To make changes to your payment or account information, please contact us at firstname.lastname@example.org or make changes in your account settings.
4.2 For NFTs [and Games and Lands]
4.2.1 You may make your NFT eligible to be sold in the VLGE Platform. The price of an NFT in the VLGE Platform is determined at your sole discretion. You will control the scarcity of the NFT in the VLGE Platform. Any revenue earned in the VLGE Platform for sales of NFTs, minus any transaction fees, shall be paid to you promptly on the blockchain by the purchaser of your NFT. A [Game] may be made available for sale to users of the VLGE Platform and you will control the pricing and business model (free, free-2-play or premium) of the [Game]. Any revenue earned in the VLGE Platform for sales of a [Game], minus any transaction fees, shall be paid to you promptly on the blockchain by the purchaser of your [Game].
4.2.2 Each sales transaction that occurs in the VLGE Platform will be subject to a fee payable by the purchaser to VLGE. Such fee will be automatically applied as part of the sales transaction.
4.2.3 As between you and VLGE, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on VLGE’s net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the VLGE Platform (including, without limitation, any Taxes that may become payable as a result of your ownership, transfer, or creation of any NFTs and/or [Games]).
4.2.4 You may purchase [Lands] within the VLGE Platform. Within your [Land], you may edit your metadata to adjust title, description, URL link, preview image, and logo. All metadata (and any URL, images, or logos to which it links or that are uploaded) must comply with these Terms and specifically cannot link to or contain any material or content that is pornographic, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist,xenophobic, or illegal. We reserve the right to moderate and/or delete any metadata that does not comply with these Terms.
4.2.5 All transactions on the VLGE Platform are final. Once you have made a purchase of an NFT [or Game], you should promptly take the necessary steps to complete your transaction (e.g., activate or download any content or secure any seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for non-fungible tolens.
4.2.6 Transactions are completed via third party non-custodial web3 wallets which are connected to the blockchain (Venly and Metamask). Both of these services utilize other companies for their fiat-onramps. VLGE and the wallet and fiat on-ramp providers are all independent parties. Please review the terms and conditions associated with your wallet provider. VLGE has no visibility into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, VLGE will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in on the VLGE Platform.
4.3 Sales by Auction.
4.3.1 You may sell and purchase NFTs through an auction process. You may participate in an auction only by linking your digital wallet, which must be a type supported by VLGE, to your Account. VLGE may pause, cancel, or discontinue your auction transactions at its sole discretion without liability. VLGE is not a broker and the services offered by the VLGE Platform are administrative only. The VLGE Platform facilitates transactions between the buyer and seller in the auction but is not a party to any agreement between the buyer and the seller of NFT(s) or between any users.
5. Use of Services; Representations and Warranties; Acceptable Use Policy
5.1 You agree to accurately maintain and update any information about yourself that you have provided to VLGE. You also agree to immediately notify us of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing VLGE at email@example.com. In addition, you agree to keep confidential your username and password and to exit from your user account at the end of each session. VLGE explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time.
5.2 NFTs must be unique and different enough from all existing NFTs. If variations are not allowed, which is the default, no NFT should look like, or be similar to, another NFT even if it differs in size and/or color. . Any NFTs that exhibit obvious visual similarities to a pre-existing NFT may be removed from the VLGE Platform in the sole discretion of VLGE. VLGEreserves the right to moderate and review NFTs for copyright infringement and to remove NFTs from the VLGE Platform that violate these Terms.
5.3 NFTs [and Games] must comply with the Metadata Specifications (defined and included below).
5.4 By uploading an NFT to the VLGE, you agree never to publish the NFT elsewhere.
5.6 VLGE reserves the right, in its sole discretion, to accept or reject any NFTs [and/or Games].You represent and warrant that: (a) your use of the Services will comply with all applicable international, federal, state, and local laws and regulations;(b) you know of no adverse claims to the Submissions, NFTs [and/or Games]; (c) you have secured or will have secured prior to submitting the Submissions, NFTs [and/or Games] to VLGE, any and all necessary rights, clearances and/or licenses with respect to the Submission, NFTs [and/or Games], and any other materials and elements embodied in or used in connection with the Services; (d) the NFTs [and/or Games] are your original creations and are solely the result of your artistic effort; (e) the NFTs [and/or Games] are free and clear of liens or encumbrances from any source whatsoever; (f) none of the Submissions, NFTs [and/or Games] provided, created, produced, compiled, developed or otherwise supplied by you hereunder, shall violate or infringe upon the copyright, trademark, privacy, creative or other rights of any person, firm, corporation or other third party by reason of distribution, exhibition or other use; (g) any Submission, NFT [and/or Game] you upload to the VLGE Platform [or any information incorporated into your Land profile] is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive; and (h) you have not entered into and will not enter into any agreement adverse to or inconsistent with these Terms. The representations and warranties contained herein shall survive any termination or expiration of these Terms or your relationship with VLGE.
5.7 Acceptable Use Policy. In connection with your use of the Services, you agree that you will not:
5.7.1 Post, upload, publish, submit or transmit any material, in an NFT, [Game] or otherwise, that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances;
5.7.2 interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
5.7.3 violate any local, state, provincial, national, or other law or regulation, or any order of a court;
5.7.4 “scrape,” “crawl” or “spider” any web pages or other services contained in the Services;
5.7.5 display, mirror or frame the Services, or any individual element within the Services, VLGE’s name, any VLGE trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without VLGE’s express written consent;
5.7.6 access, tamper with, or use non-public areas of the Services, VLGE’s computer systems, or the technical delivery systems of VLGE’s providers;
5.7.7 attempt to probe, scan, or test the vulnerability of any VLGE system or network or breach any security or authentication measures;
5.7.8 avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by VLGE or any of VLGE’s providers or any other third party (including another user) to protect the Services or any of the content on the Services;
5.7.9 attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
5.7.10 advocate, encourage, or assist any third party in doing any of the foregoing;
5.7.11 access or use the Services from a country sanctioned by the United States government;
5.7.12 use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, selling or buying securities, commodities, options, real estate, or debt instruments;
5.7.13 Engage in gambling, casino-style games, or games of chance.
5.7.14 engage in wash trading or other deceptive or manipulative trading activities; or
5.7.15 use the Services to raise funds or participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets (including but not limited to NFTs) that are redeemable for financial instruments, assets that give owners rights to participate in an initial coin offering or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, decentralized finance yield bonuses, staking bonuses, and burn discounts.
5.8 Any conduct that in our discretion restricts or inhibits any other user from using or enjoying the Services is expressly prohibited. VLGE reserves the right (but have no obligation) to review any User content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include (a) removing, editing, modifying, re-formatting, or changing all or part of the descriptions, comments and/or annotations that you and/or third parties add and/or make in relation to your Submission, NFTs [and/or Games] in any manner that we may determine, whenever we deem it appropriate, (b) terminating your account, and/or (c) reporting you to law enforcement authorities.
5.9 VLGE reserves the right, at any time, without notice: (a) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services at any time; (b) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (c) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
6. Copyright Policy
We do not permit copyright infringing activities and infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- Description of the copyrighted work that you claim has been infringed;
- Description of the material that you claim is infringing and where it is located on the Services;
- Identification of the URL or other specific location on the Services where the material that you claim is infringing is located;
- Your address, telephone number, and email address;
- Statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- Statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email at firstname.lastname@example.org or by mail at Copyright Agent, c/o VLGE 34 Avenue des Champs Elysees, 75008 Paris, France Upon receipt of such notice, we will investigate and remove material if necessary.
You will be notified of the results of such investigation.
7. Term; Suspension; Termination
7.1 Should you wish to cancel your subscription, please let us know in advance of your renewal date by contacting us at email@example.com or using any self-service tools in your account settings. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your payment method. We reserve the right to issue refunds at our sole discretion. If we provide a refund, we are not obligated to do so again in the future.
7.2 VLGE may terminate your use of the Services or any of our features if we discontinue the Services. VLGE may also, in its sole discretion, without prior notice and to the extent applicable, suspend or terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms (including for non-payment of fees) or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms will cause irreparable harm to VLGE for which monetary damages would be inadequate, and you consent to VLGE obtaining any injunctive or equitable relief that VLGE deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies VLGE may have at law or in equity.
7.3 With respect to any termination or cancellation of this Agreement, you shall remain responsible for any fees, costs or expenses incurred prior to termination of this Agreement. Additionally, you shall be responsible for, and you agree to pay, any legal fees, court costs or expenses associated with enforcing the terms of this Agreement, whether upon termination or otherwise.
7.4 The provisions of this Agreement concerning Services security, prohibited activities, copyrights, trademarks, Submissions, disclaimers, limitation of liability, resolution of disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement.
8. Risks; Disclaimers; Limitation of Liability
8.1 As noted above, the NFTs are made available solely for entertainment purposes. You agree that you assume the following risks: (i) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, and there is no guarantee that your licensed NFTs will have or retain any value; (ii) The commercial or market value on an NFT that you purchase may materially diminish in value as a result of a variety of things such as negative publicity; (iii) There are risks associated with using Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, 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 stored within your digital wallet or elsewhere, and VLGE will not be responsible for any of these, however caused; (iv) Upgrades to or changes in the blockchain platform, a failure or cessation of the blockchain platform, or a change in how transactions are confirmed on the blockchain platform may have unintended, adverse effects, including without limitation NFTs; (v) VLGE does not make any promises or guarantees related to third party wallets, blockchain platforms or any other third parties related to your use of the Services; (vi) the risk of losing access to licensed NFTs due to loss of private key(s), custodial error or purchaser error; (vii) the risk of mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties; (viii) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the licensed NFT; (ix) the risks related to taxation; (x) that NFTs are not legal tender and are not back by any government; and (xi) VLGE is not responsible for, and shall have no liability in connection with, any transaction between you and a third party.
8.2 In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to purchase NFTs and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. VLGE cannot and does not represent or warrant that any NFT, or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in an NFT, or its supporting systems or technology, will be corrected. VLGE cannot and does not represent or warrant that an NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that VLGE will not be responsible for any user error (such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses), communication failures, disruptions, errors, distortions or delays you may experience related to the Services.
8.3 THE SERVICES AND ALL CONTENT AND NFTS OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” VLGE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
8.4 The above disclaimer applies to any damages, liability or injuries, whether for breach of contract, tort, negligence or any other cause of action. 8.5 EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL VLGE OR ITS THIRD PARTY LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF VLGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VLGE’S LIABILITY TO YOU FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, EXCEED $100. YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.
You agree to indemnify and hold VLGE, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, the "Indemnified Parties" harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against VLGE by any third party (including any governmental or regulatory authority) due to or arising out of or in connection with:
(a) your access to or use of the Services;
(b) your violation of these Terms or any applicable law or regulation;
(c) your violation of any rights of any third party;
(d) any disputes or issues between you and any third party;
(e) any exhibition, presentation, distribution or exploitation of your NFTs [and/or Games] or any rights therein, and
(f) the negligence, fault or default of you, your employees, authorized agents, servants or independent contractors hired by you, or any subcontractor hired by any of the foregoing.
You shall comply with all applicable state, city, and federal laws, ordinances, codes, and regulations which affect your creation of any NFTs [and Games] under these Terms and/or your relationship with VLGE. You agree to notify VLGE promptly, in writing, of any legal claim or action of which you have knowledge, which is in any way related to these Terms, your NFTs, [your Games], or your obligations hereunder. The indemnification obligations contained herein shall survive any termination or expiration of these Terms or your relationship with VLGE.
10. Governing Law; Dispute Resolution.
You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the State of Delaware excluding: (a) its conflicts of law principles; and (b) the United Nations Convention on Contracts for the International Sale of Goods, and any disputes, actions, claims or causes of action arising out of or in connection with these Terms or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. The prevailing party in any dispute, whether or not suit is brought, shall be entitled to an award of its reasonable attorneys’ fees actually incurred. YOU AGREE THAT NO CLASS ACTION MAY BE PURSUED OR MAINTAINED WITH RESPECT TO ANY DISPUTE REGARDING THESE TERMS OR USE OF THE SERVICES.
11. Users Outside of the United States.
11.1 While the Services are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative, and you are solely responsible for complying with applicable local laws.
11.2 Canada. The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.
12.1 The Services may contain Linked Sites, which are provided solely as a convenience to our users. Such Linked Sites are not under VLGE’s control, and VLGE is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.
12.2 You may preserve these Terms in written form by printing it for your records, and you waive any other requirement that these Terms be evidenced by a written document.
12.3 You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
12.4 All provisions of these Terms are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
12.6 VLGE’s failure to insist on or enforce strict performance of these Terms shall not be deemed a waiver by VLGE of any provision or any right it has to enforce these Terms. Any such waiver must be in writing in order to be effective. Except as expressly set forth herein, these Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.
12.7 This Agreement is binding on the parties hereto and their respective successors and permitted assigns. Customer may not assign this Agreement without the prior written consent of VLGE. Any assignment in violation of this section is void.
12.8 VLGE’s failure to perform any term or condition of this Agreement as a result of conditions beyond its control, including but not limited to, acts of God, war, strikes, fires, floods, governmental restrictions, power failures, pandemics or damage or destruction of any network facilities or servers, shall not be deemed a breach of this Agreement. In the event that VLGE is not able to provide Services during such event, during such period Customer’s obligation to pay for the Services shall be suspended.
12.9 No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement.
12.10 The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and VLGE as a result of this Agreement or use of the Services.
12.11 Notice for California Users. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
Questions and Contact Information Please contact us if you have any questions about our Terms. You may contact us by sending correspondence to the address below or by emailing us at firstname.lastname@example.org.