IMVU NFT Terms of Service

Effective Date: June 8, 2021

1. INTRODUCTION AND OVERVIEW

TOGETHER LABS, INC. ("IMVU", "WE" OR "US") IMVU NFT TERMS OF SERVICE

THE TERMS AND CONDITIONS (THE "TERMS") SET FORTH BELOW GOVERN YOUR PURCHASE AND USE OF THE IMVU NFTS (AS DEFINED BELOW) THROUGH OPENSEA OR OTHER IMVU NFT MARKETPLACE AND YOUR USE OF THE IMVU NFTS ON WWW.IMVU.COM AND/OR THROUGH THE MOBILE APPLICATION VERSION OF THE IMVU SERVICE. THESE TERMS SUPPLEMENT AND ARE IN ADDITION TO THE TERMS OF SERVICE, WHICH ARE INCORPORATED INTO THESE TERMS BY THIS REFERENCE. ALL OF THE TERMS OF THE SUCH TERMS OF SERVICE THAT APPLY TO IMVU, INC. SHALL APPLY TO TOGETHER LABS, INC. SO THAT ALL REFERENCES TO IMVU SHALL ALSO MEAN TOGETHER LABS, INC.

THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND TL AND GOVERN YOUR ACCESS TO, AND USE OF, THE IMVU NFTS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT USE OR PURCHASE ANY IMVU NFTS. BY PURCHASING OR USING ANY IMVU NFTS, YOU AGREE TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. ANY ADDITIONAL TERMS, CONDITIONS, AND/OR POLICIES REFERENCED HEREIN ARE MADE A PART OF THESE TERMS AND ARE SUBJECT TO THESE TERMS.

YOU MUST BE AT LEAST 13 YEARS OF AGE TO PURCHASE OR USE THE IMVU NFTS OR, IF THE JURISDICTION IN WHICH YOU RESIDE REQUIRES YOU TO BE OLDER TO PURCHASE THE IMVU NFTS, YOU MUST BE THAT AGE.

WE CAN CHANGE THESE TERMS AT ANY TIME. YOUR CONTINUED USE OF THE PLATFORM AND/OR IMVU NFTS NOW, OR FOLLOWING THE PUBLICATION OF ANY CHANGES IN THESE TERMS, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH CHANGES.

To the extent there is a conflict between these Terms and the TERMS OF SERVICE, these Terms will control as to the IMVU NFTS.

You acknowledge and agree that you are solely responsible for ensuring that your use of the Platform, any third party website from which you purchase the IMVU NFTS, and the IMVU NFTS complies with the laws and regulations in the jurisdiction which you reside.

Certain NFTS cannot be used on the Platform. Other IMVU NFTS may be used on the Platform and will be identified so you can determine if they can be used on the Platform. You acknowledge and agree that in order for you to use those IMVU NFTS on the Platform, you must submit the IMVU NFT Request Form to our support team to activate usage of the IMVU NFT on the Platform for use with your avatar. You must provide all required information to use to enable the IMVU NFT on the Platform. If you have purchased an IMVU NFT from another user and are not the original purchaser, we will require the seller and you to verify that you own the IMVU NFT and you will be required to submit a IMVU NFT Redemption Request Form to our support team to activate your usage of the IMVU NFT on the Platform. We reserve the right to limit activation and use of any IMVU NFT (and the Artwork) on the Platform at any time.

2. TL IMVU NFTS

The unique non-fungible tokens (each, a “IMVU NFT” or multiple “IMVU NFTS”) that you purchase are linked to a unique, digital, audio-visual work created by TL and its content creators (the “Artwork”).

Third-Party Platform Fees and Gas Fees

The purchase and sale of IMVU NFTS on third-party marketplaces or platforms like OpenSea are subject to the terms and conditions of those marketplaces, which may include the collection of service fees and/or commissions. For more information, please refer to the terms applicable to the third-party platform, which TL does not control. You agree that the NFTS are not securities and you have no expectation of value or increased value in the NFTS.

Ethereum requires a transaction fee (a “Gas Fee”) to be paid for every transaction that occurs on the Ethereum network. This includes all transactions of IMVU NFTS. Gas Fees are consumed by the blockchain platform in processing your transaction and are not refundable.

Taxes and Duties

You will be 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 Platform, and/or payable as the result of your purchase, ownership, sale, transfer, use and/or exploitation of any IMVU NFT, and/or Artwork.

Ownership; Artwork License – IMVU NFTS

You own the IMVU NFT. If you purchase an IMVU NFT, you will own that IMVU NFT. As an owner of an IMVU NFT, you may sell your IMVU NFT.

You hold a broad exclusive license to the Artwork. When you purchase an IMVU NFT, and so long as you retain ownership of that IMVU NFT, you will hold an exclusive, worldwide, royalty-free, sub-licensable license to the Artwork, subject only to the following limitations:

  • You may not use the Artwork to create a new IMVU NFT, token or other digital asset that is a replica or is substantially similar to the Artwork;
  • You may not use the Artwork to engage in a business or enterprise that competes with TL;
  • You may not restrict, and hereby consent to, TL’s use of the Artwork in connection with the Platform and TL’s promotion, marketing, and advertising of its own or any affiliate’s business;
  • Your license, and any sublicense or other rights you granted under your license, shall automatically terminate immediately upon your transfer of ownership of the IMVU NFT; and
  • You may not use the Artwork in any manner as prohibited by the “Restrictions” set forth in Section 3 below.

3. RESTRICTIONS

The following restrictions apply to any purchase, sale, ownership, access, burning and/or other use of any IMVU NFT, Artwork, TL smart contract, and/or any software or script related or referred to by any TL smart contract. All of the following are prohibited and you agree that you will not do any of the following:

  • use of bots or other automated software to purchase IMVU NFTS;
  • uploading or transmission of viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware or other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform, IMVU NFT;
  • interference with or circumvention of the security features of the Platform and/or IMVU NFTS;
  • generation of non-fungible tokens based on or derived from the IMVU NFT, except as explicitly provided herein or as otherwise authorized by TL;
  • copying, modification, or other replication of any TL smart contract and/or script except as expressly permitted by a separate license authorized by TL;
  • infringement upon or violation of our intellectual property rights or the intellectual property rights of others;
  • promotion or incitement of violence;
  • engagement of hate speech, including to harass, abuse, insult, harm, defame, slander, disparage, intimidate, threaten or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; and/or
  • violation of these Terms, Additional Terms, applicable third-party policies, and/or any applicable law, rule, or regulation.

In addition, by accessing the Platform and/or purchasing, selling, burning or otherwise using an IMVU NFT, you confirm that you are not listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations. You further confirm you are not a resident of, citizen of or located in a geographic area that is subject to UN-, US-, EU-, Swiss embargoes.

4. THIRD-PARTY SERVICES

We may provide you with access to third-party tools, content, products or services over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such third-party content “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of such third-party content.

Any use by you of third-party content offered through the Platform or otherwise made available in connection with IMVU NFT is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

Third-party links on the Platform, or otherwise made available in connection with IMVU NFT, may direct you to third-party websites that are not affiliated with TL, including, without limitation, OpenSea. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties available through or at such third-party links.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites, networks, and/or platforms. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

5. ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on the Platform and on third party marketplaces (such as OpenSea) that contains typographical errors, inaccuracies, or omissions that may relate to IMVU NFT descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information if any information on the Platform or on any third party marketplace is inaccurate at any time without prior notice (including after you have submitted your order).

6. DISCLAIMERS

THE PLATFORM AS WELL AS THE IMVU NFTS AND THE ARTWORK ASSOCIATED THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FOR CLARITY, TL MAKES NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE PLATFORM, THE IMVU NFTS, AND/OR THE ARTWORK. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PLATFORM AND/OR THE ARTWORK MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. WE ARE NOT RESPONSIBLE WHETHER THE PLATFORM, INCLUDING ANY CONTENT THEREIN, ARE ACCURATE, COMPLETE, OR CURRENT.

WE DO NOT WARRANT THAT THE NFTS WILL INCREASE IN VALUE OR THAT YOU WILL ALWAYS BE ABLE TO USE THE IMVU NFTS OR THE ARTWORK.

YOU AGREE THAT FROM TIME TO TIME WE MAY CEASE PROVIDING THE IMVU NFTS AND THE ARTWORK AND/OR ALLOWING THEM TO BE USED ON THE PLATFORM AT ANY TIME, EITHER WITH OR WITHOUT NOTICE TO YOU, AND WITH OR WITHOUT CAUSE OR A REASON.

7. LIMITATIONS OF OUR LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TL BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE PLATFORM, (B) THESE TERMS; (C) THE IMVU NFTS, AND/OR ARTWORK; AND/OR (D) YOUR MISUSE OF THE PLATFORM OR ANY CONTENT AVAILABLE ON OR THROUGH THE PLATFORM. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT WILL TL’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED THE TOTAL AMOUNTS RECEIVED BY TL IN CONNECTION WITH YOUR PURCHASE AND USE OF THE SPECIFIC IMVU NFT RELATED TO THE CLAIM OR DAMAGE.

IN ADDITION TO THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (W) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR CRYPTOCURRENCY NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (X) THE CHANGE IN VALUE OF ANY CRYPTOCURRENCY; (Y) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (Z) FORCE MAJEURE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

UNDER NO CIRCUMSTANCES SHALL WE BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless TL, our parent, affiliate, and subsidiary entities, and each of our and their respective partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your (i) your breach or alleged breach of these Terms; (ii) your misuse of the Platform, IMVU NFT, and/or the Artwork associated therewith, as well as any smart contract and/or script related thereto; (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (iv) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (vi) your use of a third-party product, service, and/or website; or (v) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

9. TERMINATION

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use the Platform and/or own the IMVU NFT, or when you cease using the Platform and/or owning IMVU NFT. We may cease offering IMVU NFTS at any time.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, including failing to adhere to the Restrictions listed herein, we reserve the right to terminate these Terms, deny you access to the Platform, and/or revoke your license to use or otherwise exploit the Artwork in connection with IMVU NFT, in addition to any other rights and remedies that may be available to us, whether in equity or at law, all of which we expressly reserve.

The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Platform and/or ownership of IMVU NFT (or any part thereof).

  1. ENTIRE AGREEMENT

These Terms and any policies or operating rules posted by us on the Platform or in respect to the Platform, IMVU NFTS, as well as any smart contracts and/or scripts related thereto, constitutes the entire agreement and understanding between you and us and govern your use of the Platform, the IMVU NFTS, as well as any smart contracts and/or scripts related thereto, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).

Any failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.