Last Revised on April 20, 2022
Welcome to the Terms of Service (these “Terms”) for the website https://tokes.io (the “Website”) and all
content and functionalities accessible via the Website, including the Tokes brand, digital assets, and related platforms (“Tokes Platform”), and all content and
functionalities accessible via our Website and the Tokes Platform (collectively, the “Services”), in each case operated by or on behalf of Multichain Ventures,
Inc. (“Company,” “we,” or “ us”), a Nevada corporation.
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or
using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “you” and “ your” means you as the user of the Services. If you use the Services 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.
Section 9 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us related to the Services through
binding individual arbitration (unless expressly provided otherwise in Section 9), which means that you waive any right to have those disputes decided by a judge or jury, and
(b) to waive your right to participate in class actions, class arbitrations, or representative actions in connection with your use of the Services. You have the right to
opt-out of arbitration as explained in Section 9.
TABLE OF CONTENTS
SERVICES; WALLETS; ACCOUNTS
ELIGIBILITY; RIGHTS WE GRANT YOU; USAGE LIMITATIONS
OWNERSHIP AND CONTENT
THIRD-PARTY SERVICES AND MATERIALS
UPDATES AND PATCHES
DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER
SERVICES; WALLETS; ACCOUNTS
Description of the Services. The Services offer unique real-world cannabis and blockchain-powered social and metaverse experiences and functionalities in connection with
the Tokes Platform.
TOKES Tokens and NFTs. The Services provide access to offerings of digital assets (“Offerings”) that include the TOKES cryptocurrency and other
non-fungible tokens (“ NFTs”) tracked via blockchain technology and associated with the Tokes Platform and brand (“ Tokes NFTs”). Tokes
NFTs can be used in the Services in various ways that we make available. We make no promises or guarantees regarding the functionality, utility, or value of any Tokes NFTs,
and such Tokes NFTs may evolve and change as we update and modify the Tokes Platform and Services. Your ownership of Tokes NFTs will give you certain rights and privileges
within the Services, for as long as we make the Services and such rights and privileges available to you. You are responsible for all payments, fees, and costs when
engaging in any transactions involving Tokes NFTs, including, without limitation, the purchase price, transaction fees, fees associated with your secondary or subsequent
sales of Tokes NFTs, and all other fees associated with your use of the Tokes NFTs via the Services. Tokes NFTs may be purchased, sold, or traded via third-party exchange
services or decentralized smart contract protocols. We do not own or control these third-party or decentralized services, we do not control the transfer of cryptocurrency
or digital assets, including Tokes NFTs, using these third-party services or decentralized protocols, and we do not have the ability to cancel or reverse transactions.
Except as may otherwise be provided in these Terms, we do not control or endorse purchases or sales of Tokes NFTs or other Offerings outside of the Services. With respect
to Tokes NFTs or Offerings that are not sold directly by us, we are not a party to any agreement entered into between an end user buyer and a seller. Other than with
respect to items sold directly by us, we have no control over the conduct of buyers, sellers, and any other users. We accept no liability for any aspect of the buyer and
seller peer-to-peer interaction on any third-party exchange services or decentralized smart contract protocols.
Wallet. To use certain of the Services, you need to link to the Services via a non-custodial digital wallet made available by a third party and that is compatible with a
blockchain network and the Services (a “Digital Wallet”). A list of supported wallets will be displayed by us, such as on the Services website. Linking a
Digital Wallet to the Services is required to be able to purchase, store, and engage in transactions using the Services, and to connect your Tokes NFTs and other tokens
with the Services. Assets stored in your Digital Wallet are owned and controlled solely by you. Digital Wallets are not associated with, maintained by, controlled by, or
affiliated with us. We may not be able to help you recover assets stored in your Digital Wallet, as these are non-custodial wallets in your control. We accept no
responsibility or liability to you in connection with your use of a Digital Wallet and make no representations or warranties regarding how the Services will operate with
any specific Digital Wallet. The private keys, credentials, passwords, seed phrases, or secret recovery passphrases necessary to decrypt or gain access to a Digital Wallet
are held solely by you, and not by us. If you choose to transfer items from one Digital Wallet to another, such transfers will occur on the public blockchain and we accept
no liability or responsibility for any such transfer, including for any loss, data corruption, or other negative impact that may occur to your Offerings or Digital Wallets
or other assets when attempting to transfer assets between Digital Wallets. We reserve the right, with or without prior notice and in our sole and complete discretion, to
discontinue, modify, or limit the operation of any Digital Wallet with the Services. You represent and warrant that you are the lawful owner of any Digital Wallet and that
you are using that Digital Wallet under the terms and conditions of the applicable provider of the Digital Wallet. If you have any issues with your Digital Wallet, please
contact your Digital Wallet provider.
Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes, or similar offers (“Promotional Codes”) that may
be redeemed for discounts on future Offerings, or other features or benefits related to the Services, subject to any additional terms that the Company establishes. You
agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold, or transferred
in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the
Company; (d) may be disabled or have additional conditions applied to them by the Company at any time for any reason without liability to the Company; (e) may only be used
pursuant to the specific terms that the Company establishes for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to
Changes and Pricing. We may, at any time, revise or change the pricing, availability, specifications, content, descriptions, or features of any Offerings sold by us, and to
correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be
effective immediately upon posting of such new Offerings prices to the Services. While we attempt to be as accurate as we can in our descriptions for the Offerings, we do
not warrant that Offerings descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Offerings for purchase through the Services at a
particular time does not imply or warrant that the Offerings will be available at any other time. We reserve the right to change prices for Offerings displayed on the
Services at any time.
Purchases Made for Consumptive Use. You acknowledge and affirm that you are acquiring Offerings, whether through the Services or otherwise, for purposes of use in
connection with the Services and, in the case of the Tokes NFTs, for utility or collectible purposes, and in each case not for any investment or speculative purposes. Any
economic benefit that may be derived from appreciation in the value of an Offering or Tokes NFT is incidental to obtaining it for its use in connection with the Services or
its collectible purpose.
ALL SALES FINAL. ALL PURCHASES MADE THROUGH THE SERVICES ARE FINAL AND NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW OR REGULATION (AND IN SUCH INSTANCES WHERE
REQUIRED BY APPLICABLE LAW, THE COMPANY’S ABILITY TO ISSUE ANY SUCH REFUND IS LIMITED TO WHETHER THE APPLICABLE SMART CONTRACT ENABLES THE COMPANY TO REASONABLY REVERSE OR
CANCEL A TRANSACTION). NEVERTHELESS, YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT IN MOST CASES HAVE THE ABILITY TO REVERSE OR CANCEL A TRANSACTION AND IS NOT REQUIRED OR
OBLIGATED TO PROVIDE A REFUND OF ANY PURCHASE FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR TIME, ITEMS, AMOUNTS, OR VALUES IN AN ACCOUNT
(INCLUDING ANY UNUSED OR PARTIAL USED MEMBERSHIP TIME), EVEN IF AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
ELIGIBILITY; RIGHTS WE GRANT YOU; usage limitations
Eligibility. You must be 13 years of age or older to use the Services. Additional aspects of the Services may have further age restrictions that will be presented to you in
connection with those Services. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the
minor’s parent or guardian or other holder of parental authority accepts these Terms on the minor’s behalf prior to use of the Services. Children under the age of 13 are
not permitted to use the Services. You cannot use the Services if (1) the Office of Foreign Assets Control of the United States Treasury Department lists you as a specially
designated national and/or blocked person; (2) the Bureau of Industry and Security of the United States Department of Commerce lists you on its denied persons list or lists
of parties of concern; or (3) you’re on any similar list promulgated by an official agency or department of the United States government. Further, if you use the Services,
you may not transfer or provide to us any currency, digital assets, or other items that have been derived from any illegal or unlawful activity. By using the Services, you
represent and warrant that you meet these all requirements.
User Account. Though your linked Digital Wallet will function as a unique identifier for you in respect of your use of the Services, we may additionally require you to
create an account in order to use certain portions of the Services (to the extent applicable, your “Account”). To the extent that we require you to create
an Account, we will provide you with instructions on how to do so, and once created, how to access, edit, and update your Account. In your creation, editing, or updating of
any such Account, you agree to provide us with accurate, complete, and updated information. You are solely responsible for any activity on your Account and for maintaining
the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account.
Subject to your compliance with these Terms, the Company hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable,
non-transferrable, and non-exclusive license to access and use the software provided to you as part of the Services (and, to the extent we offer you any software for
download as part of the Services, to download, install, and execute a single copy of such software onto the equipment or device specified by us). This license has the
sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms, and subject to the use restrictions
described below. Your access and use of the Services 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 Services or other actions that Company, in its sole discretion, may elect to take.
We understand that part of what makes our community so great is their interest in developing tools and services that are helpful for other users of our Services, such
as directories or guides (“User Services”). This section sets out your permissions to use the Tokes name and logo (“Tokes Mark”) in
connection with such User Services, to reproduce and display Tokes audiovisual assets, artwork, images for Tokes NFTs, and other Services-related content and content
derived from the Services (“Content”) as part of your User Services. Subject to your compliance with these Terms, if you have developed a User Service
that provides value to users of the Services or Tokes Platform (as determined in our sole discretion), the Company hereby grants to you a personal, worldwide,
royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use or reproduce the Tokes Mark but solely as needed to identify that
your User Service is related to the Tokes Platform, and a right to reproduce Content to be able to identify Content to users of User Services, and provided that in all
cases (unless expressly authorized in writing by the Company), such uses: (i) are strictly for non-commercial and not-for-profit purposes; (ii) include a prominent
disclaimer that your User Service is not affiliated with, or endorsed by, the Company in any way and otherwise ensure that you do not use the Tokes Mark or Content in a
manner that is likely to cause confusion, deception, or mistake about the source of the User Service; and (iii) comply in all respects with any quality control
guidelines that we may implement from time to time in our sole discretion. Notwithstanding the foregoing, we may at any time and in our sole discretion revoke the
license granted in the preceding sentence and require that you discontinue any use or reproduction of any of our Tokes Marks, Content, copyrights, trademarks, service
marks, trade names, slogans, logos, images, or other proprietary notations, and you agree to immediately comply with such requirement.
When you purchase a Tokes NFT, you own the NFT as a token on the blockchain, but you do not own any intellectual property rights in the related Content associated with
such NFT except for the license grants expressly set forth herein. If you purchase or otherwise lawfully acquire a Tokes NFT, then subject to your compliance with these
Terms, the Company hereby grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content that is specifically
associated with such purchased Tokes NFT, and solely for the following purposes: (a) for your own non-commercial and not-for-profit use within or related to the
Services and not otherwise in conflict with these Terms or any other Services-related policies (e.g., not to create and sell merchandise related to such Content); (b)
as part of any marketplace that permits the purchase and sale of your Tokes NFTs, provided that the marketplace cryptographically verifies that only the actual owner
can display the Content in connection with their sale of their Tokes NFT; or (c) as part of a third-party website or application that permits the display, inclusion,
involvement, or participation of your Tokes NFT, provided that the website/application cryptographically verifies ownership of the Tokes NFT to ensure that only the
actual owner can display the Content, and provided that the Content is no longer visible once the owner of the Tokes NFT leaves the website/application. This license
only lasts as long as you are the valid owner and holder of the Tokes NFT associated with the licensed Content. If you sell or transfer the Tokes NFT to another person,
this license will transfer to such other owner or holder of the Tokes NFT, and you will no longer have the benefits of such license. All rights not expressly granted
Restrictions On Your Use of the Services. You may not do, or assist others in doing, any of the following, unless applicable laws or regulations prohibit these restrictions
or you have our written permission to do so:
download, modify, copy, distribute, transmit, translate, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any
Content or other materials or information contained on, or obtained from or through, the Services, provided, however, that such activities are permitted strictly for
non-commercial and not-for-profit uses;
duplicate, decompile, reverse engineer, disassemble, decode or derive source code from the Services (including any underlying idea or algorithm), or attempt to do any
of the same, except if we have permitted you to do so (such as under an open source license we have granted);
use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed by Company on or through the
Services, including to promote, advertise, market, or sell any third-party product or service or merchandise, or for any other purpose not expressly authorized by
Section 3.3(b) above;
use, offer, promote, advertise, make available, and/or distribute the following or assist therein:
cheats (e.g., methods, not expressly authorized by the Company to influence and/or facilitate using or accessing the Offerings in an unfair manner, including
exploits, and thereby granting you and/or any other user an advantage over other users not using such methods),
automation software (bots) (i.e., any code and/or software, not expressly authorized by the Company, that allows the automated control of any feature of the
hacks (i.e., accessing or modifying the software of the Services in any manner not expressly authorized by the Company),
modifications (mods) not expressly authorized by the Company, or
any other code and/or software, not expressly authorized by the Company, including third-party software, that can be used in connection with the Services and/or any
component or feature thereof which changes and/or facilitates functionality;
engage in any manipulative activity that violates the integrity of the prices of assets, including (but not limited to) the manipulative tactics commonly known as
spoofing and wash trading;
access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party’s access to or use of
the Services or use any device, software, or routine that causes the same;
attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, accounts registered to other users, or the computer systems or networks
connected to the Services;
circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
use any unauthorized robot, spider, crawlers, or other automatic device, process, software, or queries that intercepts, “mines,” scrapes, or otherwise accesses the
Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same, provided, however, that
the Company may, at its sole and absolute discretion, allow the use of certain third-party user interfaces;
exploit a design flaw, undocumented problem, or program bug in the Services, including but not limited to creating, using, or transacting with any Tokes NFTs created or
copied by such exploit;
facilitate, create, or maintain any unauthorized connection to the Services including without limitation (i) any connection to any unauthorized server that emulates, or
attempts to emulate, the Services; and (ii) any connection using third-party programs or tools not expressly authorized by the Company;
allow another party/person/entity access to your account information or otherwise share your account;
attempt to sell, sublicense, rent, lease, grant a security interest in, or otherwise transfer any copy of the Services, any component thereof, or your rights to the
Services to any other party in any way not expressly authorized herein;
introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;
use the Services for illegal, harassing, unethical, or disruptive purposes, including engaging in any conduct intended to disrupt or diminish the social experience for
other users or disrupt operation of the Company’s Services in any way, including:
disrupting or assisting in the disruption of any computer used to support the Services, or
harassment, “griefing,” abusive behavior or chat, conduct intended to unreasonably undermine or disrupt the experiences of others, deliberate inactivity, or
use the Services in such a way as to infringe the privacy, intellectual property rights, or other rights of third parties;
- violate any applicable law or regulation in connection with your access to or use of the Services; or
access or use the Services in any way not expressly permitted by these Terms.
Use of the Services. You are responsible for providing the computer, mobile device, wireless service plan, software, Internet connections, and/or other
equipment or services that you need to download, install, and use any aspect of the Services. We do not guarantee that any aspect of the Services can be accessed and used
on any particular device or with any particular service plan. We do not guarantee that any aspect of the Services or will be available in, or that orders for Offerings can
be placed from, any particular geographic location.
WHILE RUNNING, THE SERVICES AND COMPANY MAY MONITOR YOUR COMPUTER OR MOBILE DEVICE’S MEMORY FOR UNAUTHORIZED THIRD-PARTY PROGRAMS RUNNING EITHER CONCURRENTLY WITH THE
SERVICES OR OUT OF PROCESS. AN “ UNAUTHORIZED THIRD-PARTY PROGRAM” AS USED HEREIN SHALL BE DEFINED AS ANY THIRD-PARTY SOFTWARE PROHIBITED BY THE
“RESTRICTIONS ON YOUR USE OF THE SERVICES” SECTION ABOVE. IN THE EVENT THAT THE SERVICES DETECT AN UNAUTHORIZED THIRD-PARTY PROGRAM (a) THE SERVICES MAY COMMUNICATE
INFORMATION BACK TO THE COMPANY, INCLUDING WITHOUT LIMITATION YOUR ACCOUNT NAME, WALLET ADDRESS, DETAILS ABOUT THE UNAUTHORIZED THIRD-PARTY PROGRAM DETECTED, AND THE
TIME AND DATE; AND/OR (b) THE COMPANY MAY EXERCISE ANY OR ALL OF ITS RIGHTS UNDER THESE TERMS, WITH OR WITHOUT PRIOR NOTICE TO YOU.
Additionally, the Services may include a tool that will allow your computer system to forward information to the Company in the event of a crash of any aspect of the
Services, including system and driver data, and by agreeing hereto you consent to the Company receiving and/or using this data.
If the Services detect the use of an Unauthorized Third-Party Program, your access to the Services may be terminated with or without additional notice to you.
Ownership and Content
Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, user interface, design, images, logos, icons, software), Content (including
audiovisual assets and artwork), data, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that the
Company and/or its licensors own all right, title, and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to
take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your
Content, defined below), including, without limitation, the exclusive right to create derivative works.
Ownership of Trademarks. The Company’s name and logo, the Tokes name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks
of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their
respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
Ownership of Feedback. We welcome feedback, bug reports, comments, and suggestions for improvements to the Services (“ Feedback”). You acknowledge and
expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Services or in any such Feedback. All
Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further
notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title, and
interest (including, but not limited to, any intellectual property right) that you may have in and to any and all Feedback.
Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“
Your Content”), such as user profiles, comments, user avatars, sound files, images, music files, assets, and other user generated content. In order to
operate the Services, we must obtain from you certain license rights in Your Content so that actions we take in operating the Services are not considered legal violations.
Accordingly, by using the Services and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute,
and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content to be able to operate and
provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable (for so long as Your Content is
stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to
the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we
determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Services shall have
the right to comment on and/or tag Your Content and/or to use, publish, display, modify, or include a copy of Your Content as part of their own use of the Services; except
that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. By posting or submitting Your Content through the
Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights
granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary
permission or are otherwise legally entitled to post the material and to grant us the license described above.
Notice of Infringement – DMCA Policy
If you believe that any text, graphics, photos, audio, videos, or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that
constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 U.S.C. § 512(c) of the Digital Millennium Copyright Act (the “
DMCA”), by providing the following information in writing:
identification of the copyrighted work that is claimed to be infringed;
identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;
information for our copyright agent to contact you, such as an address, telephone number, and e-mail address;
a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent, or the law;
a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the
copyright owner; and
the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by e-mail to: firstname.lastname@example.org. It is our policy, in appropriate circumstances and at our discretion, to disable
or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others when using the Services.
Third-Party Services and Materials
Use of Third-Party Materials in the Services. Certain Services may display, include, or make available content, data, information, applications, or materials from third
parties (“ Third-Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is
not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or
any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any
other person for any third-party services, Third-Party Materials, or third-party websites, or for any other materials, products, or services of third parties. Third-Party
Materials and links to other websites are provided solely as a convenience to you.
UPDATES AND PATCHES
The Company (or a third party on the Company’s behalf) may deploy or provide patches, updates, and modifications to the Services that must be installed for you to continue
to use the Services. The Company may update the Services remotely, including, without limitation, any aspect of the Services residing on your computer, without your
knowledge or consent, and you hereby grant to the Company your consent to deploy and apply such patches, updates, and modifications as the Company, in its sole discretion,
deems necessary or advisable. You also agree that the Company may change, modify, suspend, discontinue, or restrict your access to any features or parts of the Services at
any time without notice or liability to you.
You acknowledge and agree that the Company, in its sole and absolute discretion, may (i) stop providing support for or access to the Services at any time, for any reason or
no reason, and (ii) terminate your right to use the Services and terminate these Terms immediately at any time without notice or liability to you.
In the event of termination of these Terms or your rights or license granted hereunder, you must (i) cease to use the Services; (ii) immediately and permanently remove from
all of your devices all aspects of the Services in your possession and control. Upon termination of these Terms for any reason, all licenses granted herein immediately
Disclaimers; Limitations of Liability; Indemnification
DISCLAIMERS. YOUR ACCESS TO AND USE OF THE SERVICES ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE”
BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE “ COMPANY ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED,
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND
LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR
OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D)
WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (E) THE DELETION OF, OR THE FAILURE TO STORE OR
TRANSMIT, YOUR CONTENT, DATA, AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY ENTITIES OR
THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. FOR CLARITY, WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH
RESPECT TO THE FUNCTIONALITY OF THE BLOCKCHAIN AND/OR THE EXECUTION OF SMART CONTRACTS AND/OR TRANSACTIONS THEREIN.
LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS
INTERRUPTION, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,
WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF CERTAIN INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THOSE
JURISDICTIONS. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF
ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM, OR (II) $100 USD. THE FOREGOING LIMITATIONS WILL APPLY
EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify, and hold the Company Entities harmless from
and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or
in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c)
your access to or use of the Services; (d) Your Content, or (e) your negligence or willful misconduct.
Assumption of Risks. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not
limited to, risk of losing access to NFTs due to loss of a PIN, wallet keys, seed phrases, two-factor authentication devices, or log-in information, user error when
transferring NFTs, custodial error or purchaser error, smart contract error, risk of blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable
regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated
risks, and volatility risks. You acknowledge that you have obtained sufficient information to make an informed decision to purchase a Tokes NFT, including carefully
reviewing the code of the smart contract and the NFT, and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies,
cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services, and therefore the potential
utility or value of your Tokes NFTs. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain
networks, may have unintended, adverse effects on all blockchains, including any that are related to your Tokes NFTs.
Taxes. You are solely responsible to pay any and all sales, use, value-added, and other taxes, duties, and assessments (except taxes on our net income) now or hereafter
claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us, you: (a) will be solely responsible for
reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services or in relation to an Offering; (b) will pay or reimburse Company
for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts
levied in lieu thereof based on charges set, services performed, or payments made hereunder, as are now or hereafter may be imposed under the authority of any national,
state, local, or any other taxing jurisdiction; and (c) will not be entitled to deduct the amount of any such taxes, duties, or assessments from payments (including
transaction fees) made to us pursuant to these Terms. Neither these Terms nor any other communication from the Company constitutes tax advice, and users are solely
responsible for determining what, if any, taxes apply to their interaction with Offerings and the Services.
Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or
performing any of our obligations under these Terms or in operating the Services, when and to the extent such failure or delay is caused by or results from any events
beyond the Company’s ability to control, including flood, fire, earthquake, epidemics, pandemics, quarantine restrictions, tsunami, explosion, war, invasion, hostilities
(whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages
or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown, shortage of adequate power or
electricity, and other similar events beyond our control.
GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER
Governing Law. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of
or relating to any of the same will be the arbitration venue set forth herein, or if arbitration does not apply, then the state and federal courts located in New York. You
and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these
Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact the Company and make a good faith sustained
effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action or arbitration.
Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively,
“Claim”), whether based in contract, tort, statute, fraud, or any other legal theory, relating in any way to your use of the Company’s services and/or
products, including the Services, will be resolved by arbitration, including the resolution of threshold questions as to the arbitrability of the Claim. YOU AND THE COMPANY
AGREE THAT “Claim” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION FOR INTELLECTUAL PROPERTY INFRINGEMENT, MISAPPROPRIATION, DILUTION, OR OTHER
MISUSE OF INTELLECTUAL PROPERTY RIGHTS.
You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by the American Arbitration
Association (AAA) under its Consumer Arbitration Rules (the “Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of
the date of these Terms). Any arbitration under these Terms will take place on an individual basis in accordance with the Rules. Class arbitrations and class actions
are not permitted.
YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS
You and Company further agree: (i) to arbitrate all Claims between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in
interstate commerce; and (iii) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section. The arbitrator’s decision(s)
shall be made pursuant to the Rules and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief
providing for specific performance of these Terms as permitted by the governing New York law and subject to the terms and limitations in these Terms. The award rendered by
the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing agreement to arbitration:
Injunctive Relief. You and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory
relief, pending a final decision by the arbitrator.
Small Claims. Any Claim which is eligible for resolution in the small claims court (or its equivalent) of the jurisdiction in which the party bringing the claim is
domiciled may be brought in such small claims court or its equivalent
on an individual, non-representative, and non-class basis
. If a party initiating such a Claim is domiciled outside of the United States or in a jurisdiction which does not have small claims courts or their equivalent, any
claim for less than $5000 USD may be brought in a court of competent jurisdiction in the jurisdiction in which the party initiating the Claim is domiciled.
Confidentiality. You and Company agree that any Claim that has been submitted to arbitration, and all related proceedings, including any settlement agreement, shall be kept
confidential. In the event you or the Company file the arbitration award with any court of competent jurisdiction in order to have that award confirmed in a court order or
judgment, or any other proceeding under the Federal Arbitration Act, then each party shall take measures to the extent permitted by applicable law to redact or file under
seal any highly sensitive business or personal information that appear in the award and any other supporting documents filed in such a proceeding.
Conduct of the Arbitration. Any arbitration will be conducted by a single, neutral arbitrator appointed in accordance with the Rules, except that, if the amount in dispute
exceeds $10 million USD, the arbitration shall be conducted by a panel of three neutral arbitrators appointed in accordance with the Rules. The arbitration shall have its
seat in New York. The arbitrator will conduct hearings, if any, by videoconference (which you may join telephonically if you are unable to reasonably access or utilize
videoconference technology), rather than by personal appearances, during ordinary business hours in the time zone in which the party initiating the arbitration resides. The
arbitrator may direct that the hearing be held in person upon the request of any party if the arbitrator concludes that doing so would be appropriate under the
circumstances. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and
other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the arbitrator. For the avoidance of doubt, the
arbitration shall be deemed to take place in New York, and any resulting award(s) will be rendered in New York, regardless of the location or method of any hearings.
. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to
or by certified mail to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30)
days of your registering to use the Services or agreeing to these Terms, whichever is earlier, otherwise you shall be bound to arbitrate disputes in accordance with
these Terms. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised On” date at the top of these Terms. If we make changes that
are material, we will use reasonable efforts to attempt to notify you. However, it is your sole responsibility to review these Terms from time to time to view any such
changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the
Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally,
the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company
deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name or wallet address. In
the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. The Company shall not be responsible for the deletion of
or failure to delete Your Content. 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 the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the
Company 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.
California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834,
or by telephone at (800) 952-5210.
Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company 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 Services 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. You warrant
and represent that you’re not located in, under the control of, or a national or resident of any embargoed country. By using the Services, 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.
Miscellaneous. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and
shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be
assigned by you without the prior express written consent of the Company. 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 Services are operated
by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for
compliance with applicable local laws.
How to Contact Us. You may contact us regarding the Services or these Terms at: Multichain Ventures, Inc., 3773 Howard Hughes Pkwy Ste. 500S, Las Vegas, NV 89169, United
States or by e-mail at email@example.com.