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Flickplay Platform
Terms of Use

Last Modified: 10/25/2023

THESE TERMS OF USE CONTAIN AN ARBITRATION PROVISION AND A CLASS ACTION WAIVER. DO NOT ACCEPT THESE TERMS OF USE WITHOUT FIRST REVIEWING THE ARBITRATION PROVISION AND CLASS ACTION WAIVER SET FORTH BELOW.

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Flickplay, Inc. ("Flickplay," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of the Flickplay websites (the “Site”) including any content, functionality, apps, currency, tokens, objects, products, goods, and services offered on or through the Site, Flickplay’s mobile applications, and blockchain metaverse (collectively, the “Platform”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

This Platform is offered and available to users who are 13 years of age or older. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with Flickplay and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

BY CREATING ON THE PLATFORM, EACH END USER IS FULLY REPRESENTING THAT ITS CREATION IS NOT A SECURITY OR INFRINGING THE RIGHTS OF ANOTHER. THE PLATFORM WILL NEVER OWN, POSSESS, DEAL, OR BROKER ANY SECURITIES FOR ANY REASON. ANY NFT DEEMED TO BE OR IS LIKELY TO BE DEEMED A SECURITY OR INFRINGING, IN THE SOLE DISCRETION OF FLICKPLAY, SHALL BE IMMEDIATELY REMOVED FROM THE PLATFORM OR FLAGGED, IF POSSIBLE, ANY SALE REFUNDED AT THE CREATOR’S EXPENSE, AND THE CREATOR MAY BE SUBJECT TO PERMANENT REMOVAL AND/OR OTHER ACTION FROM FLICKPLAY.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Platform and Account Security

We reserve the right to withdraw or amend any part of the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

The Platform makes available a collection of resources to its registered and non-registered users. To become a registered user, you must create a profile with either an Apple sign-in (N.B. the Platform is not affiliated with Apple, Inc.) or by submitting your phone number, confirming it by text confirmation, and creating a user id and password. You are strictly responsible for managing your user id and passwords. Registered users may include on their profile an optional picture and may upload a contact list to find friends on the Platform. Only registered users may collect Flickys, create videos, and own NFTs through the Platform. Non-registered users can browse the Platform but have limited interactivity rights.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Platform.

  • Ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them. 

 

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Security. Any passwords used for the Platform are for individual use only. You will be responsible for the security of your password(s) at all times. From time to time, Flickplay may require that you change your password. You are prohibited from using any services or facilities provided in connection with the Platform to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Flickplay reserves the right to release your account details to the system administrators of other websites and/or the authorities in order to assist them in resolving security incidents. Flickplay reserves the right to investigate suspected violations of these Terms of Use. Flickplay reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Flickplayto disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS NOT SPECIFICALLY SET FORTH HEREIN, AND AGREE TO HOLD FLICKPLAY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY FLICKPLAY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER FLICKPLAY OR LAW ENFORCEMENT AUTHORITIES.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

User Contributions

The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, user generated non-fungible tokens (“NFTs”), and other interactive goods, products, and features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Platform.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post or submit to the Platform will be considered non-confidential. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns as well as other uses the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material according to your account settings and the purposes of the Platform.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers and to the other users of the Platform, and each of their and our respective licensees, successors, and assigns.

  • All of your User Contributions do and will comply with these Terms of Use.

 

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Flickplay, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

User Responsibilities

On the Platform, registered users may fill-out accurately and update: (i) a description of themselves, each of their Flickys, any NFTs they upload, and other information necessary for a other users to determine whether it wants to and how to engage with other users or their content, (ii) their preferences and capabilities regarding their NFTs, the price they are willing to sell their NFTs, distribution limits, and other practical considerations, and (iii) a user’s availability to engage, if any. Users shall cooperate with Flickplay or its agents as requested to verify any information provided by the user. The user hereby acknowledges that Flickplay may, from time to time, make any non-material edits to user's profiles, including, but not limited to, grammatical, formatting, spelling and punctuation corrections, for the purpose of optimizing the user's profile on the Platform and conforming to Platform requirements. To the extent that a user breaches any of this Section, such user may be removed from the Platform as well as risk claims from user purchasers and Flickplay.

Images and Descriptions. Users agree that any image, graphic, video, or information they post on the Platform shall accurately reflect their rights and abilities (the “Descriptors”).

User Content License to Platform. Users agree that by uploading, creating, or using their NFTs to or on the Platform, they are providing the Platform a non-exclusive, worldwide, perpetual license (with the right to sublicense through multiple tiers) to make, have made, import, use, reproduce (if necessary) distribute, publicly perform, and publicly display such content only for the purposes of rendering the services of the Platform to you and other users. Users agree that Flickplay shall store and make theirs available from its servers. Users further agree that subject to the sale of their content to other users, that they will lose certain rights to their NFT to the other user per the below.

User Content License to Purchasers. Users and Flickplay agree that when a user purchases an NFT, that user is granted a non-exclusive, worldwide, license to view the content associated with the NFT. That user may resell their NFT, and this corresponding license with it, within the scope of these Terms of Use and any greater restrictions imposed by the creator or Platform. A user may not copy or sublicense any of the content they purchase, or otherwise use the content in a way not intended by the creator thereof, as evidenced by the Descriptors.

Content Quality and Liability. Users shall be solely responsible for ensuring the quality, delivery, curing of content defects, and defending any claims of content liability from other users or third parties, except for those liabilities or other claims only arising as a direct result solely of Flickplay’s actions. All users shall hold Flickplay harmless and shall make no claims against Flickplay relating to the quality, Descriptors, content, its delivery, infringement, or defects in the NFTs.

Derivative Works and Deletion. To the extent that you create a derivative work from the posts or NFTs of others, then if the underlying content of the derivative work is deleted, Flickplay reserves the right to delete your derivative work as well.

Personally Identifiable Information to Other Users of the Platform. We caution you against giving out any personally identifying information about yourself or your children in any communication service on the Platform unless you are confident that it is necessary or appropriate. In such case, you are responsible for the consequences of your disclosure, and we are limited in our abilities to protect you from disclosures to other users on the Platform. We further do not assume any responsibility for any disclosures you may make to others. In an effort to preserve your privacy, Flickplay agrees that it will treat any personally identifying information that you submit through its Platform in accordance with the terms outlined in its Privacy Policy, as well as in conformance with all applicable laws, rules, and regulations.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for Flickplay.

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.

  • Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS FLICKPLAY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.

  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or

    advertising.

  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

     

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.

  • To transmit, or procure the sending of, any advertising or promotional material [without our prior written consent], including any "junk mail," "chain letter," "spam," or any other similar solicitation.

  • To impersonate or attempt to impersonate Flickplay, a Flickplay employee, another user, or any other person or entity (including, without limitation, by using email addresses [or screen names] associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Flickplay or users of the Platform, or expose them to liability.

     

Additionally, you agree not to:

  • Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.

  • Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

  • Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

  • Use any device, software, or routine that interferes with the proper working of the Platform.

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or

    technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.

  • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Platform.

Purchases of Digital Toys

a. Making Purchases: We may make certain digital toy or collectible products (“Digital Toys”) available to you for purchase from us directly on our Platform. In the future, we may also allow third-party resales of Digital Toys, in which event those sales would be subject to additional terms, conditions, and restrictions as we (and/or our licensors and the other applicable third parties) may set at such time. If you are a user that is under the age of [18] years old, please have your parent or legal guardian assist you in your purchase. If you are a parent or legal guardian of a user that is a child or a minor, you are solely responsible for monitoring your child’s purchase and use of the Digital Toys, and ensuring that your child/minor’s use of the Digital Toys are safe and appropriate for your child. At this time, we are making Digital Toys available for purchase as follows:

  • (i) Surprise Boxes: Digital Toys are packaged to be opened as a surprise, meaning you won't know which specific digital item you’ve purchased until you open the box following your purchase.

  • (ii) Packaging Options: Digital Toys may also be packed similar to how physical toys might be packed. Following your purchase, you can choose to keep them in their packaging or unpack them.

  • (iii) Quantity Limits: Flickplay may set limits on how many Digital Toys you can buy at once or over a period.

 

b. Payment Processing: Depending on the Digital Toy, you may be able to use various currencies, such as fiat and cryptocurrencies, for your purchase. Flickplay doesn’t operate or perform payment processing directly. We partner with third party payment processors (like Stripe, Inc., SardineAI Corp., etc.) who provide the payment services. These third party payment processors/services have their own terms of use/service and privacy policies, which will apply to your purchases through their links/service shown on the Platform. We are not responsible for any payment-related issues arising from these third party services. Anything that occurs in those transactions are strictly between you and the applicable third party service provider or seller/buyer.

c. Accessing Products: After purchasing, you can access your Digital Toy(s) through the Flickplay account. Neither Flickplay nor its licensors are responsible for any hacking, theft, or loss of your Digital Toys. We also can't be held responsible for any breach of your account.

d. Commissions on Secondary Sales: We will apply a commission on any resales and secondary sales of Digital Toys on our Platform. This means, you will pay us this commission through a smart contract in such sales transactions that we allow on our Platform. This payment to us may be automatically paid and disbursed to us through the smart contract, and you authorize and consent to such payment to us. We also reserve the right (but not the obligation) to also collect from you (via automatic deduction and/or disbursement) an additional portion of the sale price to the extent we determine is due to the creator or licensor of the Digital Toy.

e. No Refunds and Cancellations: All sales are final and non-refundable. Further, we don’t provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on servers we operate or control, including any Digital Toys or other Virtual Content attributed to your account. This also means we aren’t responsible for what you may purchase or transact with or through third parties relating to our Virtual Content.

f. Taxes: You are responsible for paying any taxes associated with your use of our Platform, including but not limited to, any sales, purchases, or other transactions you engage in through our Platform.

Virtual Content

All Digital Toys, Flickys, NFTs, User Contributions, Interactive Service items, and videos, games, stories, media, features, and all other content on the Platform (collectively, “Virtual Content”) can be created, removed, re-packaged, re-priced, re-displayed, deleted, discontinued, stopped, terminated, or modified by Flickplay at any time for any reason, and without notice to you. The Virtual Content is made available to you on the Platform by Flickplay at Flickplay’s sole and absolute discretion, such that Flickplay reserves the right to take any action regarding any Virtual Content as Flickplay determines necessary in its sole discretion. You may use the Virtual Content solely for your personal and non-commercial use on our Platform, and only in a manner that is in compliance with these Terms of Use and all laws.

Unless Flickplay expressly notifies you otherwise in writing, you do not own any of the Virtual Content, whether you buy it, earn it, or receive it in some other way. When you obtain Virtual Content, you are being granted a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited right and license to use that Virtual Content only in connection with the Platform’s then-active features. Notwithstanding anything to the contrary, you acknowledge and agree that you shall have no ownership or other property interest in your account with Flickplay, and that all rights in and to your account are and shall forever be owned by and inure to the benefit of Flickplay. You further acknowledge and agree that you have no title, ownership, or other proprietary interest in any Virtual Content, regardless of any consideration offered or paid in exchange. Furthermore, except in cases of willful misconduct or gross negligence, or to the extent these Terms of Use say otherwise, Flickplay shall not be liable in any manner for the destruction, deletion, modification, impairment, hacking, or any other damage or loss of any kind caused to Virtual Content, including the deletion of Virtual Content upon the termination or expiration of your account or any other changes we make to the Platform.

Information About You and Your Visits to the Platform

All information we collect on this Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. In addition to the data collection, uses, and sharing described in our Privacy Policy, by using our Platform, you acknowledge, agree, and consent to our collection of behavioral data related to your use of the Platform (e.g., age, gender, location, purchase/sale transactions, and purchase/sale behavior) and our sharing such data with our affiliates and third party licensors.

Trademarks

The Flickplay name, Flickplay logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Flickplay or its affiliates or licensors, which may be registered in the future. You must not use such marks without the prior written permission of Flickplay. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

Intellectual Property Rights

The Platform and all of its features and functionality (including but not limited to its information, software, text, displays, images, characters, likeness, Virtual Content, video, and audio, and the design, selection, and arrangement thereof) are owned by Flickplay (and its licensors), and all such material is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. We reserve all the rights to our intellectual property. We (and our licensors) own and reserve all rights, title and interest in and to the Platform, products/goods, services, and all data and content posted, generated, provided or otherwise made available in or through the Platform.

You agree not to copy materials on the Platform, reverse engineer or break into the Platform, or use materials, products or services in violation of any law. The use of the Platform is at the discretion of Flickplay and Flickplay may terminate your account, related materials, and use of the Platform at any time.

Using your Flicky, you may interact with the various other objects within the Platform. Some of these other objects are owned by other parties using the Platform. We are not responsible for the terms other users put on their content they upload to the Platform.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see below for instructions on sending us a notice of copyright infringement. It is the policy of Flickplay to terminate the user accounts of repeat infringers.

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from our Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

  • Your physical or electronic signature.

  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple

    works on the Platform, a representative list of such works.

  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

  • A statement that the information in the written notice is accurate.

  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Counter Notification Procedures

If you believe that material you posted on the Platform was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

  • Your physical or electronic signature.

  • An identification of the material that has been removed or to which access has been disabled and the

    location at which the material appeared before it was removed or access disabled.

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Platform may be found) and that you will accept service from the person (or an agent of that person) who provided the Platform with the complaint at issue.

 

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.​

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

This Platform includes content provided by third parties, including materials provided by other users and services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Flickplay, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Flickplay. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Platform

We may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

Linking to the Platform and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Platform may provide certain social media features that enable you to:

  • Link from your own or certain third-party platforms to certain content on this Platform.

  • Send emails or other communications with certain content, or links to certain content, on this Platform.

  • Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party Platforms.

     

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms of Use.

 

The platform from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Platform

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Platforms linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such Platforms.

Geographic Restrictions

The owner of the Platform is based in the State of California in the United States. We provide this Platform for use only by persons located in the United States and Mexico. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States or Mexico. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States or Mexico, you do so on your own initiative and are responsible for compliance with local laws.

Terms of Purchase

  1. We may make certain NFTs, including but not limited to, digital toys and collectible products, available to you for purchase from us directly on our Platform. If you are a user that is under the age of [13] years old, please have your parent or legal guardian assist you in your purchase. If you are a parent or legal guardian of a user that is a child or a minor, you are solely responsible for monitoring your child’s purchase and use of the NFTs, and ensuring that your child/minor’s use of the NFTs are safe and appropriate for your child. At this time, we are making NFTs available for purchase as follows:

    • (i) Surprise Boxes: NFTs that are in the form of digital toys (“Digital Toys”) are packaged to be opened as a surprise, meaning you won't know which specific digital item you’ve purchased until you open the box following your purchase.

    • (ii) Packaging Options: Digital Toys may also be packed similar to how physical toys might be packed. Following your purchase, you can choose to keep them in their packaging or unpack them.

    • (iii) Quantity Limits: Flickplay may set limits on how many Digital Toys you can buy at once or over a period.
       

  2. Depending on the Digital Toy, you may be able to use various currencies, such as fiat and cryptocurrencies, for your purchase. Flickplay doesn’t operate or perform payment processing directly. We partner with third party payment processors (like Stripe, Inc., SardineAI Corp., etc.) who provide the payment services. Also, our NFTs are currently minted on the FLOW BLOCKCHAIN. Flickplay retains the right to migrate any or all NFTs to another blockchain at our sole discretion and as otherwise necessary to abide by any terms and conditions we may have with licensors. Also, these third party payment processors/services have their own terms of use/service and privacy policies, which will apply to your purchases through their links/service shown on the Platform. We are not responsible for any matter or issues (whether payment-related or otherwise) arising from these third party services. Anything that occurs in those transactions are strictly between you and the applicable third party service provider or seller/buyer.
     

  3. After purchasing, you can access your Digital Toy(s) through the Flickplay account. Neither Flickplay nor its licensors are responsible for any hacking, theft, or loss of your Digital Toys. We also can't be held responsible for any breach of your account.
     

  4. All purchases/sales are final and non-refundable. Further, we don’t provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on servers we operate or control, including any Digital Toys, NFT, or other virtual content attributed to your account. This also means we aren’t responsible for what you may purchase or transact with or through third parties relating to our NFT or Service.
     

  5. You are responsible for paying any taxes associated with your use of our Platform, including but not limited to, any sales, purchases, or other transactions you engage in through our Platform.
     

  6. Again, we may change the purchase price, features, and packages from time to time. Price and availability of NFTs are subject to change. We may restrict how many NFTs you can purchase and/or use. Fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes due and payable. We may, from time to time, modify, amend, or supplement our fees and fee-billing methods, effective immediately upon posting in these Terms of Purchase or elsewhere on our websites, apps or in the applicable Service. If you fail to pay any fees you owe to us, if we have to refund someone due to unauthorized use of a payment made from your account, or if you engage in any payment fraud or misrepresentation, we may suspend or terminate your account.
     

  7. In addition to the data collection, uses, and sharing described in our Privacy Policy, by purchasing or using our NFTs, you acknowledge, agree, and consent to our collection of behavioral data related to your purchase and/or use (e.g., age, gender, location, purchase/sale transactions, and purchase/sale behavior). You also acknowledge, agree, and consent to our sharing such data with our affiliates and third party licensors.
     

  8. NFTs have no monetary value. You can’t transfer or redeem NFTs for any type of “real world” money. We don’t give any refunds for NFTs. We don’t provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on servers we operate or control, including any NFTs attributed to your account. Furthermore, except in cases of willful misconduct or gross negligence, Flickplay shall not be liable in any manner for the destruction, deletion, modification, impairment, hacking, or any other damage or loss of any kind caused to any NFTs, including their deletion upon the termination or expiration of your account or any other changes we make to the Platform.
     

  9. Although Flickplay endeavors to ensure that each NFT’s feature comes into and remains in existence to allow expanding functionality of the NFTs, please be aware that a purchase of any NFT is a transaction in goods, and not a promise to provide, or a guarantee of receipt of, any specific services, features, perks, benefits, or products from Flickplay. The right to use any NFT may additionally be subject to the applicable rules, terms and conditions of our licensors, which may be determined by Flickplay or the applicable third party at their sole respective discretion. Flickplay has no responsibility or liability for any occurrence or issue in relation to your purchase, sale (should we expressly permit it), or other use of any NFT and your purchase and use of such NFT is AT YOUR SOLE RISK.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER FLICKPLAY NOR ANY PERSON ASSOCIATED WITH FLICKPLAY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER FLICKPLAY NOR ANYONE ASSOCIATED WITH FLICKPLAY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, FLICKPLAY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL FLICKPLAY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY PLATFORMS LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Flickplay, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform.

Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Los Angeles, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Flickplay's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

Class Action Waiver

 

Any proceedings to resolve or litigate any dispute arising from these Terms of Use in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your claim or dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a dispute/claim, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by Flickplay of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Flickplay to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use, together with our Privacy Policy, (each, as amended from time to time by Flickplay) constitute the sole and entire agreement between you and Flickplay, Inc. regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

Your Comments and Concerns

This Platform is operated by Flickplay, Inc. with an address of 301 Arizona Avenue Suite 250 Santa Monica CA 90401.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy above in the manner and by the means set out therein.

All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: info@flickplay.co.

governing law and jurisdictin
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