Terms and Conditions

1. Eligibility and Acceptance

These terms of service are entered into by and between You and Skullz LLC (“Skullz,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Platform Terms”), govern Your access to and use of services provided by Skullz (collectively, the “Skullz Platform”), solely for Purchasers of NFTs and other registered users. Please read the Platform Terms carefully before You start to use the Skullz Platform. By using the Skullz Platform or by clicking to accept or agree to the Platform Terms when this option is made available to You, You accept and agree to be bound and abide by these Platform Terms, our Terms and Conditions, and our Privacy Policy, found at , incorporated herein by reference. PLEASE REVIEW THE DISPUTES SECTION AND THE ARBITRATION AND CLASS ACTION WAIVER OF THE TERMS AND CONDITIONS AS THIS AFFECTS YOUR LEGAL RIGHTS. If You do not want to agree to these Platform Terms or any incorporated terms and conditions, You must not access or use the Skullz Platform. The Skullz Platform is offered and available only to users who are 18 years of age or older. By using the Skullz Platform, You represent and warrant that You are of legal age to form a binding contract with Skullz and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Skullz Platform.

2. The Skullz Platform

The Skullz website is accessible to the general public for browsing and limited interaction. The Skullz Platform gives Purchasers and other registered users (collectively “Purchasers”) the ability to purchase Skullz NFTs Purchasers are subject to these Terms and Conditions that govern access and use of the Website by the general public.

3. Accounts and Registration

To use the Skullz Platform as a Purchaser, You must have a valid crypto wallet and a valid Ethereum address. You agree to only use the Skullz Platform in connection with the Services that may be provided through the Skullz Platform. Only actual users and prospective users may set up or use a Purchaser account. Actual users and prospective users may set up or use only one Purchaser account per person. In addition, You shall provide us with accurate, complete, and updated registration information upon reasonable request, which may include one or more of the following: Your full legal name, a valid email address that has not been created solely or primarily for access to the Skullz Platform, a valid Ethereum address. Failure to do so shall constitute a breach of these terms. You may not (i) select or use as a name of another person with the intent to impersonate that person; (ii) use as a username, a name subject to any rights of a person other than You without appropriate authorization; (iii) use as a username, a name that is otherwise offensive, vulgar or obscene; (iv) register for or otherwise obtain, control or operate more than one account; (v) refer more than one email account owned, controlled or operated by You to the Skullz Platform; (vi) register for an account with false information, in a fraudulent manner or using information created solely for registration with us or other online services or (vii) evade any of the requirements set forth in the Platform Terms. We reserve the right to refuse registration of an account, or suspend or delete an account, in our sole discretion. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify us immediately of any breach of security or unauthorized use of Your account. You are responsible for keeping Your email address and other contact information up to date, so we can send You important notices. We may terminate and remove Your account at any time, without notice, in the event that You breach any of these terms.

4. Use of the Skullz Platform

By using the Skullz Platform, You agree to: Use the Skullz Platform in compliance with all applicable laws, and all legal notice and disclosure requirements as provided in agreements of third-party service providers providing services through the Skullz Platform (detailed below). Use the Skullz Platform only on Your own behalf, and not transmit or resell any information or services available through the Skullz Platform to third parties. You may, however, resell any NFT’s You purchase on the Skullz Platform. Use only payment methods approved by Skullz Not attempt to circumvent, or encourage anyone else to circumvent, the Platform Terms. Allow Skullz to keep and track data on Your use within the Platform. Use only one account and only one name for the Skullz Platform. Not use the Skullz Platform by means of multiple accounts, multiple email addresses or multiple sets of information provided to the Skullz Platform, or email addresses or other information created solely to access the Skullz Platform or other online sites.

5. Payments

When You purchase a Skullz NFT, Your transaction will be conducted in its entirety on the Ethereum network. All sales are final and refunds will not be issued under any circumstances. Skullz has no control over such transactions or the Ethereum network, cannot reverse or issue refunds in connection with such transactions, and is not liable for any loss, damage or harm that you may incur as a result of such transactions. You agree that all payments made through the Skullz Platform are final, and You will not challenge or dispute the charge with any third party. Your purchase of a Skullz NFT, like all transactions on the Ethereum network, will require You to pay a transaction charge (“Gas Fee”) to Ethereum, in addition to the stated purchase price of the Skullz NFT.

6. Modifications and Terminations

Without limitation of our other rights, we may introduce, remove or modify any content, materials, features, pricing or other elements of the Skullz Platform at any time in our sole discretion, without notice. We may also terminate the Skullz Platform at any time in our sole discretion, without notice. You shall not retain any rights that may have arisen prior to modification or termination, except to the extent expressly required by applicable law.

7. Disclaimers and Assumption of Risk

A. DISCLAIMERS: THE SKULLZ PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SKULLZ MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH THE SKULLZ PLATFORM. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK, INCLUDING WITHOUT LIMITATION THE RISK OF FINANCIAL LOSS OR GAIN THROUGH SECONDARY TRADING OF SKULLZ NFTS. SKULLZ MAKES NO REPRESENTATION OR WARRANTY (A) THAT THE SKULLZ PLATFORM WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE SKULLZ PLATFORM WILL BE UNINTERRUPTED, ERROR FREE OR SECURE, OR THAT THE SKULLZ PLATFORM WILL BE AVAILABLE OR OPERABLE FOR ANY PERIOD OF TIME; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT THE SKULLZ PLATFORM OR THE SERVERS OR NETWORKS THROUGH WHICH THE SKULLZ PLATFORM ARE MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SKULLZ RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERROR OR OMISSION ON THE PLATFORM OR IN ITS CONTENT. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. B. ASSUMPTION OF RISK: YOU ACKNOWLEDGE AND AGREE THAT THE RESALE VALUE OF SKULLZ NFTs, LIKE ALL NFTs, IS VOLATILE, SPECULATIVE AND SUBJECT TO FLUCTUATION, AND THAT YOUR SKULLZ NFT SHOULD THEREFORE NOT BE CONSIDERED AN INVESTMENT, AND YOU DO NOT CONSIDER IT AN INVESTMENT. YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH ANY CHANGE IN THE VALUE OF YOUR SKULLZ NFT. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE ETHEREUM NETWORK, INCLUDING WITHOUT LIMITATION RISKS POSED BY DISRUPTIONS TO SERVICE, HARDWARE AND SOFTWARE FAILURES, INTERNET CONNECTION FAILURES, MALWARE, AND UNAUTHORIZED ACCESS TO YOUR WALLET BY THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT NO INFORMATION OR CONTENT ON THE SKULLZ SITE OR SKULLZ PLATFORM IS ADVICE OR AN INVITATION TO ENTER INTO AN AGREEMENT FOR ANY INVESTMENT PURPOSE, NOR IS IT AN OFFERING OF SECURITIES OR AN INVITATION TO PURCHASE SECURITIES, SHARES, OR ANY OTHER FINANCIAL PRODUCTS. SKULLZ IS A CREATOR OF ART, IT HAS NOT BEEN REGISTERED OR APPROVED BY ANY FINANCIAL REGULATOR. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR PURCHASE OF SKULLZ NFTs IS IN COMPLIANCE WITH APPLICABLE LAW. YOU ACKNOWLEDGE AND AGREE THAT NEW GOVERNMENTAL OR FINANCIAL-INDUSTRY REGULATIONS COULD AFFECT THE VALUE OF YOUR SKULLZ NFT OR YOUR ABILITY TO RESELL IT, AND YOU ASSUME ALL RISKS ASSOCIATED THEREWITH.

8. NFT License

The license below governs Your rights with respect to any NFTs You purchase through the Skullz Platform.
8.1. Definitions. “Art” means any art, design, drawing, or other pictorial or graphic work of authorship that may be associated with an NFT that You Own. "NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard. “Own” means, with respect to an NFT, an NFT that You have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. “Ownership” means the legal status of a person or entity that Owns a Purchased NFT. “Extensions” means third party designs that: (i) are intended for use as extensions of or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art. “Purchased NFT” means an NFT that You Own. “Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
8.2. Ownership. You acknowledge and agree that Creator (or, as applicable, its licensors) owns all worldwide legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that You have in and to the Art are limited to those described in this License. Creator reserves all rights in and to the Art not expressly granted to You in this License.
8.3. License. a. General Use. Subject to and conditioned upon Your continued compliance with the terms of this License, Creator grants You a worldwide, non-exclusive, royalty-free license to use, copy, and display the Art associated with Your Purchased NFTs, along with any Extensions that You choose to create or use, solely for the following purposes: (i) for Your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of Your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art associated with their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of Your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art associated with their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application. b. Commercial Use. Subject to and conditioned upon Your continued compliance with the terms of this License, Creator grants You a limited, worldwide, non-exclusive, license to use, copy, and display the Art associated with Your Purchased NFTs for the purpose of creating derivative works based upon the Art and commercializing Your own merchandise that includes, contains, or consists of the Art associated with Your Purchased NFTs or derivative works of such Art (“Commercial Use”). For the sake of clarity, nothing in this Section 8.3(b) will be deemed to restrict You from (i) owning or operating a marketplace that permits the use and sale of NFTs generally, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art associated with their Purchased NFTs to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of NFTs generally, provided that the third party website or application cryptographically verifies each NFT owner’s rights to display the Art associated with their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application; or (iii) earning revenue from any of the foregoing. c. Transferability and Sublicensing. The License granted hereunder is not assignable or transferable except in connection with Your sale of the Purchased NFT, and You acknowledge and agree that upon such sale the License shall be transferred by operation of law and the terms of this License to the person or entity to whom You convey Ownership of the Purchased NFT. While You Own the Purchased NFT, You may sublicense Your rights under this License to third parties, but only on condition that (i) You provide written notice of all such sublicenses to the new Owner of the Purchased NFT following any change in Ownership of the Purchased NFT, and (ii) such sublicenses shall be terminable by the new Owner. Following termination of a sublicense, physical embodiments of the Art lawfully made under such sublicenses, such as merchandise in inventory, may continue to be distributed as provided under the U.S. Copyright Act.
8.4. Restrictions. You agree not to use the Art associated with Your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others.
8.5. Terms of License. The License granted in Section 8.3 above applies only to the extent that You continue to Own the applicable Purchased NFT. If at any time You sell, trade, donate, give away, or otherwise transfer Ownership of Your Purchased NFT for any reason, the License granted in Section 8.3 will immediately be transferred to the new Owner with respect to that NFT as set forth above in Section 8.3(c) without the requirement of notice, and You will have no further rights in or to the Art associated with that NFT. If You exceed the scope of the license grant in Section 8.3(b) without entering into a broader license agreement with or obtaining an exemption from Creator, You acknowledge and agree that: (i) You are in breach of this License; (ii) in addition to any remedies that may be available to Creator at law or in equity, the Creator may immediately terminate this License, without the requirement of notice; and (iii) You will be responsible to reimburse Creator for any costs and expenses incurred by Creator during the course of enforcing the terms of this License against You.