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CENTER TERMS OF SERVICE

Last Updated: June 7, 2022

These Terms of Service ("Terms”) are made between you (either an individual or entity you represent, referred to herein as "you” or "your”) and Center Pixel, Inc. ("Center”, "we”, "us”, "our”, or "Company”) and governs your use of the services provided by Center, including without limitation our website (at https://center.app/) (the "Site"), mobile applications (the "App”) successor website(s) or application(s), as well as any other digital products or services related, linked, or otherwise connected thereto (collectively the "Services”). For information about our Developer Tools, please see the Center Developer Agreement, available at https://center.dev/terms.

Agreement to Terms

By clicking "I Agree” or by accessing the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you may not access or use the Services.

These Terms constitute the sole and entire agreement between you and Center with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

Updates to this Agreement and the Services

Center may update this Agreement as our business evolves and changes, and we may modify the Terms at any time at our sole discretion. If we do so, we will notify you either by posting the modified Terms on the Site or through the App, or by providing you a notice through other methods of communication which we deem reasonable (such as via email). The modified Terms will be effective at the time they are posted on the Site. It is important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Services. We may change, suspend, or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Electronic Communication

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications”) that we provide in connection with your use of the Services.

Dispute Resolution

PLEASE BE AWARE THAT THIS AGREEMENT, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CENTER, INCLUDING AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. THE TERMS ALSO CONTAIN A CLASS ACTION AND JURY TRIAL WAIVER.

The Services

The Services index and organize non fungible tokens ("NFTs”) across Ethereum and other blockchains to allow users to easily search for and discover NFTs. NFTs are searchable by a number of criteria, including name, collection, trading volume, release data, smart contract, or blockchain address.

Non-Custodial - Center does not take custody or possession of any NFTs or any other cryptocurrencies or digital assets viewable through the Services.

Third Party Materials - The Services may contain information from and links to third-party websites, services, and/or decentralized applications ("Dapps”) (collectively "Third Party Materials”). The Services enable you to view information about NFTs, collections, smart contracts, and blockchain addresses, and may provide links to third party sources, such as blockchain explorers, to learn more about the NFTs. We provide access to Third Party Materials only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products or services on or accessible from those Third Party Materials (including any related websites, resources or links displayed therein). We make no warranties or representations, express or implied, about such linked Third Party Materials, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services. If you are directed to a third party platform, such as Etherscan, you shall be subject to the terms and conditions governing the third party platform. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites, applications, or resources.

Who May Use the Services

Eligibility

You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE SERVICES.

Registration

Use of some or all of the Services may require you to register an account with us ("Account”). When you do, we may ask you to provide certain registration details or other information about yourself. All such information is subject to our Privacy Policy.

You are responsible for maintaining the security of your Account login credentials and ensuring that only authorized persons use the login credentials. You are responsible for all activities and transactions that occur in your Account using your login credentials, including any activities by you or any third parties that have access to your account information, whether or not you know about them. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these Terms. Center will not be liable for your failure to comply with this Section.

Content Ownership, Responsibility and Removal

For purposes of these Terms: (i) "Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, provided or otherwise made available through the Services; (ii) "User Content” means any Content that users of our Services (including you) make available through the Services. Content includes, without limitation, User Content; and (iii) "Company Content” refers to the Services, our trademarks, logos, branding, and any other Content that we create or generate in connection with the Services, including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Company Content and the Services (collectively "Company IP”).

You understand that when using the Services, you will be exposed to Content from a variety of sources, and that Center is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. We do not endorse any Content made available through the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with such Content.

We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.

Subject to the foregoing, Center exclusively owns all rights, title and interest in and to Company IP. You acknowledge that Company IP is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Company IP are retained by us.

User Content Rights and Removal

In order to operate and provide our Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, distribute, create derivative works of, display, and perform the User Content that you upload, submit, store, send, or receive through our Services. The rights you grant in this license are for the limited purpose of operating and providing our Services. Additional information about your privacy and how we use User Content is available in the Privacy Policy.

You warrant and represent that you have the right and authority to submit your User Content and that the User Content or any part thereof does not infringe the intellectual property rights or any other rights of any third party.

Although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

Center will take action in response to Digital Millenium Copyright Act ("DMCA") takedown notices and/or other intellectual property infringement claims. If you believe that your Content has been copied in a way that constitutes copyright or trademark infringement, or violates other intellectual property rights, please email copyright@center.app with your claim. Upon receipt of the claim as described below, Center will take whatever action, in its sole discretion, it deems appropriate, including taking down the challenged Content from the Site and/or the App and, if the user in question continues to infringe your rights (or infringes the rights of others), terminate that user’s access to the Site and App.

All claims must be submitted by the rightsholder or someone authorized to act on behalf of the rightsholder, and must at a minimum include:

  • Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;

  • Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;

  • Your contact information – at a minimum, your full legal name (not pseudonym) and email address;

  • A declaration that contains all of the following:

    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
    • A statement that the information in the notice is accurate; and
    • A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
    • Your physical or electronic signature (of your full legal name).

Rights in Content Granted by Center

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and display the Content solely in connection with your permitted use of the Services, and a right to download a single copy of the App onto your applicable equipment or device to enable you to use the Services as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT.

Rights in Services Granted by Center

The Site, App, and Services are proprietary to Center and its licensors and must not be used other than strictly in accordance with these Terms. Center grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Site and App for the purposes of accessing and using the Services in accordance with these Terms.

Acceptable Use

You agree not to use the Services in ways that:

  • Violate, misappropriate, or infringe the rights of Center, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;
  • Are illegal, defamatory, threatening, intimidating, or harassing;
  • Involve impersonating someone;
  • Reverse engineer any portion of the Services;
  • Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized under the Terms;
  • Breach any duty toward or rights of any person or entity, including rights of publicity, privacy, or trademark;
  • Involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like;
  • Attempt to to spam, phish, pharm, pretext, spider, crawl, or scrape the Services;
  • Access or use the Services in order to build a competitive product or service;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to interfere with the proper working of the Services;
  • Disguise your location through IP proxying or other methods;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Record, process, harvest, collect, or mine information about other users;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

Compliance

You agree to comply with all applicable United States ("U.S.”) and non-U.S. export control and trade sanctions laws ("Export Laws”). Without limiting the foregoing, you may not download the App or use the Services if: 1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo; or if 2) you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, or Entity List.

Termination

Center may immediately suspend or terminate this Agreement, any rights granted herein, and your access to and use of the Services for any reason, including, without limitation, for lack of use or if Center believes that you have violated or acted inconsistently with the letter or spirit of these Terms, at our sole discretion, at any time and without notice to you. If you were required to open an Account, you may cancel your Account at any time by following the account closure instructions on the Site or in the App. Upon any termination, discontinuation or cancellation of Services or your Account, all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use and/or access of the Site, App, and Services in any way whatsoever. We will not be liable to you or any third party for any costs or damages as a result of termination or limitation of this Agreement.

Warranty Disclaimers

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP, SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTER SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CENTER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

Indemnification

You shall indemnify and hold harmless Center, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from (a) your violation of these Terms, (b) your use of the Services, (c) any of your User Content, (d) your violation of any third party right, (e) your breach of applicable law, or (f) your negligence or willful misconduct.

Limitation of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, CENTER SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FOR DIMINUTION OF VALUE OF ANY NFT OR DIGITAL ASSET. CENTER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF CENTER HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. CENTER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CENTER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

Dispute Resolution

Governing Law, Forum and Venue

These Terms and any action related thereto will be governed by the laws of the state of California in the United States, without regard to its conflict of laws provisions. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California.

Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CENTER.

This section applies to any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or allege breach thereof (collectively, "Claims”)

For any Claims between the parties, you agree to first contact us at disputes@center.app and attempt to resolve the dispute with us informally. In the unlikely event that Center has not been able to resolve the Claim within sixty (60) calendar days of notification, we each agree to resolve such Claims by binding arbitration before JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Center agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the arbitration will be held in-person in your hometown, and (iii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Nothing in this Section shall be deemed as preventing: (i) you from seeking remedies in small claims court for disputes or claims within the scope of the small claims court jurisdiction; or, (ii) Center from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

Class Action Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CENTER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

Feedback

Center welcomes feedback, comments, ideas, and suggestions for improvements to the Services ("Feedback”). You can submit Feedback by contacting us at feedback@center.app. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. General Terms

In the event that Center is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. No waiver of these Terms by Center shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Center to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Center’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.

Contact Information

If you have any questions about these Terms or the Services, please contact us at support@center.app.