TERMS & CONDITIONS
Effective Date: MARCH 07, 2025
By accessing or using https://www.dstrct.io/ (the “Website”) you agree to be bound by these Terms of Use (the “Terms”) and our Privacy Policy. The Website (and any respective subdomains) and any applications, and other services that link to the Website, as well as any information, text, links, graphics, photos, audio, video or other materials stored, retrieved or appearing thereon, whether accessed through or via the Website, Interface, or otherwise, are individually and collectively referred to as the “Services.” The Services are provided by DSTRCT, LLC (“DSTRCT”, “we,” “us,” or “our”).
BY ACCESSING OR USING OUR SERVICES, YOU ARE ENTERING INTO A BINDING AGREEMENT WITH US THAT INCLUDES THESE TERMS, PRIVACY POLICY, AND OTHER POLICIES REFERENCED HEREIN (COLLECTIVELY, THE “AGREEMENT”). IT IS YOUR RESPONSIBILITY TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR WEBSITES OR OUR SERVICES.
ACKNOWLEDGEMENT OF RISK: BY USING THE WEBSITE AND SERVICES, YOU ACKNOWLEDGE THAT YOU UNDERSTAND THAT THERE IS A MATERIAL RISK OF ECONOMIC LOSS WHEN LENDING, BORROWING, OR OTHERWISE INVESTING IN DIGITAL ASSETS AND THAT THE VALUE OF DIGITAL ASSETS CAN FLUCTUATE SIGNIFICANTLY. IT IS YOUR RESPONSIBILITY TO CONDUCT THOROUGH DUE DILIGENCE AND SEEK PROFESSIONAL ADVICE BEFORE ENGAGING IN ANY ACTIVITIES WITH DIGITAL ASSETS.YOU ACKNOWLEDGE THAT WE ARE NOT A BROKER, INTERMEDIARY, AGENT OR ADVISOR AND WE HAVE NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU IN CONNECTION WITH ANY ACTIVITIES YOU UNDERTAKE WHEN USING THE WEBSITE OR SERVICES. WE DO NOT AND ARE NOT PROVIDING ANY FINANCIAL ADVICE AND NO COMMUNICATION OR INFORMATION THAT WE PROVIDE TO YOU IS INTENDED TO BE, OR SHOULD BE CONSTRUED AS, ADVICE OF ANY KIND.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND WE AGREE THAT ANY DISPUTES RELATING TO THE SERVICES (AS DEFINED BELOW) WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Eligibility.
To use the Services, you must legally be able to enter into the Agreement. By using the Services, you represent and warrant that you are an Eligible User (as defined below). If you do not meet these requirements, you must not access or use the Website or the Services. We may change or update the Services, the Agreement, and any part of the Terms at any time, for any reason, at our sole discretion. We will notify users of any material changes to these Terms by posting the updated terms on the Website. Once any part of the Agreement is updated and in effect, you will be bound by the Terms if you continue to use the Services. We may, at any time, and without liability to you, modify or discontinue all or part of the Services (including access to the Services via any third-party links).An “Eligible User” is a user that meet ALL the following criteria:
(1) if a natural person, at least 18 years old or of legal age to form a binding contract under applicable law;
(2) not physically in any Prohibited Jurisdiction;
(3) not a resident of any Prohibited Jurisdiction;
(4) not a legal person or legal entity incorporated, registered or organized under the laws of any Prohibited Jurisdiction;
(5) not a politically exposed person; and
(6) not on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”, or any other trade or economic sanctions list of the United States of America, Canada, the United Kingdom of Great Britain and Northern Ireland, the European Union, the Republic of Singapore or the Swiss Confederation.
“Prohibited Jurisdiction” means (i) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the United Nations, the United Kingdom, the European Union and/or Switzerland; (ii) a jurisdiction where it would be illegal according to local law or regulation for you to hold or receive virtual assets; (iii) any disputed or self-proclaimed territories that are subject to international sanctions; or (iv) where the distribution, transfer, sale or purchase of virtual assets is prohibited or contrary to local law or regulation, or could subject DSTRCT to any local registration, regulatory or licensing requirements.
Crypto Wallet Use.
You acknowledge that using crypto wallets involves inherent risks such as market volatility and the potential for transaction failures or security breaches.
Linking Accounts and Wallets.
Users may link their Discord, Twitter, and crypto wallet(s) through a third-party authentication service to access personalized AI interactions.By linking your accounts, you agree that we may collect, store, and share this data (e.g., Discord/Twitter user IDs, wallet addresses, transaction history, balances) as described in our Privacy Policy.
AI Chatbot Interaction.
1. Third-Party AI Processing
By engaging with our AI chatbot, you consent to the sharing of your Discord/Twitter user IDs and crypto wallet data with select third-party partners to process your messages and data.
2. Automatic Data RetrievalAfter linking, our AI chatbot may automatically fetch on-chain information (e.g., balances, transactions) and social data to deliver personalized experiences.You consent to the chatbot using the linked information to provide relevant insights and features.
User Conduct.
You agree not to:
• Use our Services in violation of any applicable laws, regulations, or these Terms.
• Interfere with or disrupt our Services’ integrity or performance.
• Attempt to gain unauthorized access to our Services or related systems.• Upload or transmit malicious code, viruses, or harmful software.
• Post or share content that is offensive, defamatory, or otherwise objectionable.• Provide false, inaccurate, or misleading information (especially regarding identity or wallet ownership).
Intellectual Property
1. OwnershipAll intellectual property rights relating to the Services, the Website, DSTRCT’s content, and any user content are the property of DSTRCT and shall remain the property of DSTRCT. You are not granted any right to use, and may not use, any of intellectual property rights of DSTRCT other than as set out in these Terms and subject to the following:
• you may only view and use the Services and the Website for your own personal use and may not copy, reproduce, republish, upload, repost, modify, transmit, distribute or otherwise use the use the Services and the Website in any way for non-personal, public or commercial use without the prior written consent of DSTRCT;
• you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Services and the Website;
• you may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the content associated with Services and the Website;
• except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission;
• in the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made; and
• you may not use any data mining, robots or similar data-gathering or extraction methods.
For the avoidance of doubt, the intellectual property restrictions set forth in these Terms shall not apply to any intellectual property that is identified as open source or otherwise publicly available under an open-source license.
2. License
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for personal, non-commercial purposes, subject to your compliance with these ToS.
Risks and Disclaimers for Crypto-Related Features.
Technologies such as smart contracts on various blockchains, cryptographic tokens generated by the smart contracts, and other nascent software, applications, and systems that interact with blockchain-based networks are experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g., forks) could disrupt these technologies and even result in a total loss of cryptoassets, their market value, or digital funds. We assume no liability or responsibility for any such risks. If you are not comfortable assuming these risks, you should not access or engage in transactions using blockchain-based technology.
We are not responsible for the content or services of any third-party, and we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, are at your own risk. Please note that we do not have control over third-party services. Consequently, we cannot guarantee, endorse, or recommend such content or services to users of the Interface, nor can we endorse their use for any specific purpose.
You acknowledge and agree that all transactions accessed through the blockchain-based networks will be automatically processed using one or more smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of cryptoassets are distributed.
You acknowledge the risks of using the Services. You bear sole responsibility for evaluating the Services before using them, and all transactions on the blockchain are irreversible, final, and without refunds. The Services may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold any DSTRCT Indemnified Party responsible for any consequent losses.
You are solely responsible for the security of your self-custodial wallet. You understand and agree that you are solely responsible for maintaining the security of your self-custodial wallet. You alone are responsible for securing your private keys. We do not have access to your private keys. Any unauthorized access to your self-custodial wallet by third parties could result in the loss or theft of any cryptoasset or funds held in your account and any associated accounts. You understand and agree that we have no involvement in, and you will not hold us responsible for managing and maintaining the security of your self-custodial wallet. The private key associated with the self-custodial wallet address from which you transfer cryptoassets or the private key associated is the only private key that can control the cryptoassets you transfer into the smart contracts.
We reserve the right to restrict, suspend, or terminate your access to the Services immediately and without prior notice if we reasonably believe you have violated these Terms or applicable laws. We may also restrict, suspend, or terminate your access if required by law or regulatory authorities, or if we determine such action is necessary to protect the security or integrity of our Services. You agree that we have the right to restrict your access to the Services via any technically available methods if we suspect, in our sole discretion, that
(a) you are using the Services for money laundering or any illegal activity;
(b) you have engaged in fraudulent activity;
(c) you have acquired cryptoassets using inappropriate methods, including the use of stolen funds to purchase such assets;
(d) you are the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other legal or regulatory authority in any applicable jurisdiction;
(e) either you, as an individual or an entity, or your wallet address is listed on the Specially Designated Nationals and Blocked Persons List (“SDN List”), Consolidated Sanctions List (“Non-SDN Lists”), or any other sanctions lists administered by OFAC;
(f) you are located, organized, or resident in a country or territory that is, or whose government is, the subject of sanctions, including but not limited to Côte d’Ivoire, Cuba, Belarus, Iran, Iraq, Liberia, North Korea, Sudan, and Syria; or
(g) you have otherwise acted in violation of these Terms. If we have a reasonable suspicion that you are utilizing the Services for illegal purposes, we reserve the right to take whatever action we deem appropriate.We do not guarantee the quality or accessibility of the Services. As a condition to accessing or using the Services, you acknowledge, understand, and agree that from time to time, the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason.You acknowledge and agree that you will access and use the Services at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are, and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and cryptoassets.
No Liability for Transactions.
DSTRCT.IO is not responsible for on-chain transactions, including failed or erroneous transactions, network congestion, miner fees, or any losses due to malicious activities.Taxes.You are responsible for your taxes and duties. Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services and/or payable as a result of using and/or exploiting any cryptoassets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.
Disclaimers and Limitation of Liability.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “DSTRCT INDEMNIFIED PARTIES”) MAKE NO WARRANTIES OR GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE DSTRCT INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR:
• THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INFORMATION (INCLUDING, WITHOUT LIMITATION, THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK.
• INJURY OR DAMAGE RESULTING FROM THE SERVICES. FOR EXAMPLE, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS, OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE DSTRCT INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY ANOTHER USER’S CONDUCT, UNAUTHORIZED ACTORS, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES.
• VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE, OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY DSTRCT INDEMNIFIED PARTY 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 OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:
• THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES.
• MISUSE OF THE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICES).
• ANY USER CONDUCT ON THE SERVICES.
• TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES.IN ADDITION TO THE FOREGOING, NO DSTRCT INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY:
• USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS.• SERVER FAILURE OR DATA LOSS.
• THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTOASSET NETWORK (INCLUDING ANY WALLET PROVIDER), 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.
• ANY CHANGE IN VALUE OF ANY CRYPTOASSET.
• ANY CHANGE IN LAW, REGULATION, OR POLICY.
• EVENTS OF FORCE MAJEURE.
• ANY THIRD PARTY.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 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, AND WHETHER OR NOT THE DSTRCT INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.
IN NO EVENT WILL THE DSTRCT INDEMNIFIED PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED THE AMOUNT PAID BY YOU (IF ANY) FOR THE SERVICES WIHTIN THE SIX (6) MONTHS PRECEEDING THE EVENT GIVING RISE TO YOU CLAIM.
UNDER NO CIRCUMSTANCES SHALL ANY DSTRCT INDEMNIFIED PARTY 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.
Indemnification.
You agree to indemnify, defend, and hold harmless the DSTRCT Indemnified Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
• Your breach or alleged breach of the Agreement (including, without limitation, these Terms).
• Anything you contribute to the Services.
• Your misuse of the Services, or any smart contract and/or script related thereto.
• Your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities.
• Your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right.
• Your use of a third-party product, service, and/or website.
• 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. 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.
Termination.
We may terminate or suspend your account or access to our Services immediately, without prior notice or liability, for any reason, including breach of these ToS.Upon termination, your right to use the Services ceases immediately.
Changes to Terms.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time.
Changes take effect immediately upon posting on our website with an updated Effective Date. Your continued use of the Services after such changes constitutes your acceptance of the new terms.
Governing Law.
These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to conflict of laws principles. For users in the European Union, additional rights and protections under EU law may apply, including those under the GDPR and Consumer Protection laws.Dispute Resolution.PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations
Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the agreement or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.
You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The place of arbitration shall be Miami, Florida. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” subsection of these Terms as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.
UNLESS YOU TIMELY PROVIDE US WITH AN ARBITRATION OPT-OUT NOTICE (AS DEFINED BELOW IN THE SUBSECTION TITLED “YOUR CHOICES”), YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.By rejecting any changes to these Terms, you agree that you will arbitrate any Dispute between you and us in accordance with the provisions of this section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).Miscellaneous.
1. Severability
If any provision of the Agreement (including, without limitation, these Terms) is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Agreement. Such determination shall not affect the validity and enforceability of any other remaining provisions.
2. No WaiverOur failure to enforce any right or provision in these ToS does not constitute a waiver of those rights.
3. Entire AgreementThe Agreement (including, without limitation, these Terms, and the Privacy Policy) and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, 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 the Agreement (including, without limitation, these Terms) shall not constitute a waiver of such right or provision.
4. Contact UsIf you have any questions regarding these Terms, please contact us at info@dstrct.io.BY USING DSTRCT.IO, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
CTZNS MINT AGREEMENT
Effective Date: MARCH 07, 2025
This NFT MintAgreement (this “Agreement”) is a legally binding agreement by and between DSTRCT,LLC (“DSTRCT”) and the initial and any subsequent purchaser(s) of anyCTZN (defined below) (“you” or “Purchaser”). DSTRCT and each Purchaser may be referred tothroughout this Agreement collectively as the “Parties” or individually as a “Party”. BY PURCHASING A CTZN, PURCHASER ACKNOWLEDGES AND ACCEPTSALL INHERENT RISKS ASSOCIATED WITH THE PURCHASE OF NON-FUNGIBLE TOKENS (“NFT”)AND AGREES THAT DSTRCT SHALL NOT BE LIABLE FOR ANY LOSSES, WHETHER DIRECT ORINDIRECT, ARISING FROM THESE OR OTHER RISKS. THE MARKET FOR NFTS IS HIGHLY VOLATILE, AND THE VALUE OFAN NFT CAN FLUCTUATE SIGNIFICANTLY OVER SHORT PERIODS. THERE IS NO GUARANTEETHAT THE NFT WILL MAINTAIN ITS VALUE OR INCREASE IN VALUE OVER TIME. THE MARKETFOR NFTS MAY EXPERIENCE PERIODS OF LOW LIQUIDITY, MAKING IT DIFFICULT FORPURCHASER TO SELL THE NFT AT A DESIRED PRICE OR WITHIN A DESIRED TIMEFRAME.DSTRCT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FUTURE VALUE OF ANYNFT, AND PURCHASER ACCEPTS THE RISK THAT THE NFT MAY LOSE ALL OR PART OF ITSVALUE. THE LEGAL AND REGULATORY FRAMEWORK GOVERNING NFTS IS EVOLVING, ANDFUTURE CHANGES IN LAWS OR REGULATIONS MAY ADVERSELY AFFECT THE VALUE,TRANSFERABILITY, OR LEGALITY OF NFTS. NFTS ARE DIGITAL ASSETS RECORDED ON A BLOCKCHAIN, ANDTHEIR TRANSFER AND MAINTENANCE DEPEND ON THE CONTINUOUS OPERATION OF THEBLOCKCHAIN NETWORK. PURCHASER ACKNOWLEDGES THE RISKS ASSOCIATED WITHTECHNOLOGICAL FAILURES, INCLUDING BUT NOT LIMITED TO NETWORK CONGESTION,SOFTWARE BUGS, AND CYBER ATTACKS, WHICH MAY RESULT IN THE LOSS ORUNAVAILABILITY OF THE NFT. WHILE BLOCKCHAIN TECHNOLOGY PROVIDES A RECORD OFOWNERSHIP, IT DOES NOT GUARANTEE AUTHENTICITY OR LEGAL OWNERSHIP. PURCHASERASSUMES ALL RISKS ASSOCIATED WITH VERIFYING THE AUTHENTICITY AND OWNERSHIP OFTHE NFT. WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (EXCEPTAS SPECIFIED BELOW) TO RESOLVE ANY DISPUTE BETWEEN YOU AND DSTRCT THROUGHBINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLYSECTION 10 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITSARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOTAPPLY TO YOU BUT THE PROVISIONS OF SECTION 9 “GOVERNING LAW” OR RELEVANT PROVISIONSOF APPLICABLE LAW WILL STILL APPLY. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THISAGREEMENT SHALL BE CONSTRUED AS AN OBLIGATION ON DSTRCT TO CREATE / PROVIDE ANYACCESS RIGHTS IN RELATION TO THE CTZNS. 1. AGREEMENT TO TERMS.
(a) General. By purchasing a CTZN, you acknowledge that you havecarefully read and agree to the terms of this Agreement. “CTZN” or “CTZNS”means a non-fungible token(s) (“NFT”) (i.e., a controllable electronicrecord recorded on a blockchain) associated with the Art. “Art” refersto the digital visual representation associated with CTZN, including but notlimited to the unique graphical design, character traits, and artistic elementsthat comprise the image. It encompasses the creative expression embedded in eachCTZN, which is subject to ownership, licensing, and commercial use rights asoutlined in this Agreement. Each CTZN is digital in nature and is not linked toand is not sold together with any items or representations that have physicaldimensions such as mass or volume. This Agreement governs your participation inthe Primary Transactions on https://www.dstrct.io/ (the “Website”) as well as SecondaryTransactions between Transferors and Transferees (all as defined below). (b)Additional Terms. The access and use ofthe Website are subject to the separate terms of the Website available at https://www.dstrct.io/terms. Purchaser further acknowledges that Purchaser hascarefully read and has accepted the (i) Website Terms of Service (the “Website Terms”) and (ii)the Website Privacy Policy (the “WebsitePrivacy Policy”). This Agreementcontrols if there is a conflict between, on the one hand, any of the WebsiteTerms or the Website Privacy Policy, and, on the other hand, this Agreement,with respect to CTZNS.
2. OWNERSHIP OF CTZN.
(a) Each CTZN is an NFT on the Ethereum blockchain. When youpurchase a CTZN and subject to your continued compliance with this Agreement,CTZN grants you a worldwide, royalty-free, non-exclusive license to use, copyand display the Art associated with the purchased CTZN for the followingpurposes: (i) for your own personal, non-commercial use; (ii) as part of amarketplace that permits the purchase and sale of your CTZN, provided that themarketplace cryptographically verifies each CTZN owner’s rights to display theArt for their Citizen to ensure that only the actual owner can display the Art;or (iii) as part of a third party website or application that permits theinclusion, involvement, or participation of your CTZN, provided that thewebsite/application cryptographically verifies each CTZN owner’s rights todisplay the Art for their CTZN to ensure that only the actual owner can displaythe Art, and provided that the Art is no longer visible once the owner of theCTZN leaves the website/application.
(b) Ownership of a CTZN may, following the date hereof, inDSTRCT’s sole discretion, provide the Purchaser with certain tangible orrights, benefits, interests, preferences, or privileges herein as may beoffered from time to time by DSTRCT or third parties in their respective solediscretion (“Access Rights”). Access Rights associated with the purchase of a CTZNmay include (i) a DSTRCT TCG Pack, (ii) a BAG O’ $MRBL, (iii) ten (10) LoyaltyPoints (as defined below), (iv) access to certain NFT-gated portions of theDSTRCT community, and (v) any additional rights as may be announced by DSTRCT. Purchaseracknowledges and agrees that the availability of Access Rights is at the solediscretion of DSTRCT and shall be subject to any additional terms as may beimplemented by DSTRCT in its sole discretion. Such Access Rights may be revoked, discontinued, changed, or limited atany time. Ownership of a CTZN does not guarantee thatPurchaser will be provided Access Rights.
(c) Purchaser may receive certain loyalty points (“LoyaltyPoints”) in connection with the purchase of a CTZN. These Loyalty Pointsmay be used in the future for additional benefits or rewards that DSTRCT mayelect to offer. DSTRCT makes no representation or guarantee that any suchbenefits or rewards will be made available now or in the future. DSTRCT maymodify, limit, suspend, or discontinue the Loyalty Points program (in whole orin part) at any time. Loyalty Points do not constitute legal tender, are non-transferable,have no cash value, and do not grant Purchaser any ownership, equity, or otherrights in DSTRCT, the CTZNS Collection, or any other products or services. Byparticipating in the Loyalty Points program, Purchaser acknowledges and agreesthat the availability of any benefits or rewards associated with Loyalty Pointsis at the sole discretion of DSTRCT and may be revoked or changed at any time.
(d) Purchaser represents and warrants that Purchaser willnot transfer a CTZN in any Secondary Transaction to a Transferee who is (i) thesubject of any sanctions administered or enforced by the UnitedStates (including without limitation, the U.S. Department of the Treasury’sOffice of Foreign Assets Control (OFAC)), the United Nations Security Council,the European Union, Her Majesty's Treasury of the United Kingdom, or otherrelevant sanctions authority (collectively, "Sanctions") or (ii) located, organized, or resident in acountry or territory that is, or whose government is, the subject of Sanctions,including without limitation, the Russian Federation, the Democratic People'sRepublic of Korea (North Korea), Iran, Syria, and the Crimea region of Ukraine (“Prohibited Transferee”). A “Secondary Transaction” means any transaction in which an CTZN is sold by oneowner to another owner, or is otherwise transferred, distributed, ordisseminated (regardless of whether consideration is paid) in any manner thatis not a Primary Transaction; and “PrimaryTransaction” means a transaction facilitatedthrough the Website in which an CTZN is first minted by a Purchaser.
(e) For the avoidance of doubt,without limiting Section 2(a), nothing contained in this Agreement will bedeemed to grant Purchaser any rights in or to any image or other intellectualproperty associated with, related to, or linked to, a CTZN, including the Artand any right to use such image or intellectual property for any non-personalor commercial purposes, or to create any derivative works of such image orintellectual property.
3. PAYMENT AND FEES.
(a) Purchaseand Sale. Purchaser hereby agrees to mint theCTZN in accordance with the price and procedures set forth on the Website (the“Primary Transaction Purchase Price”). Without limiting any of the foregoing, the validacceptance of this Agreement, including the delivery of the CTZN, is conditionedupon the following terms being met: (i) Purchaser’s execution of the relevantsmart contract at the Primary Transaction Purchase Price, (ii) Purchaser’sprovision, through the Website, of a Ethereum network-compatible network walletaddress and a “wallet” that is compatible with the Website (“Wallet”) to which the CTZNwill be delivered; and (iii) Purchaser’s successful completion (as determinedby DSTRCT in its sole discretion) of any applicable diligence and otherprocesses as requested by DSTRCT. If the Purchaser fails to meet any of theconditions above, DSTRCT may suspend the delivery of the purchased CTZN orterminate the Primary Transaction. DSTRCT reserves the right, in its solediscretion, to limit the number of CTZNS that may be purchased by any singleperson or wallet address, and to implement any technical measures it deemsnecessary to enforce such limitations. Purchaser may only purchase a maximum number of CTZNS per Wallet asdetermined from time to time by DSTRCT in its sole discretion.
(b) Purchaser Presentations.
(i) Eligibility. Purchaser represents and warrants that (i) Purchaser isnot purchasing any CTZN on behalf of, or for the benefit of, any other personor entity and (ii) Purchaser’s Wallet address is not listed on any sanctions list or otherwise identified as a prohibited address by any governmental authority, including, but not limited to, the Office of ForeignAssets Control (OFAC) of the U.S. Department of the Treasury.
(ii) Qualifications. Purchaser represents and warrants that Purchaser (A) isnot located in a country that is subject to a U.S. Government embargo, or thathas been designated by the U.S. Government as a terrorist-supporting country;(B) is not listed on any U.S. Government list of prohibited or restrictedparties; (C) is not designated or specified as a Prohibited Transferee, (D) isthe age of majority in Purchaser’s place of residence (which is typically 18years of age in most U.S. states) and has the legal capacity to enter into thisAgreement; (D) will use and interact with the Website and CTZN only for lawfulpurposes and in accordance with this Agreement; and (E) will not use the CTZNto violate any law, regulation or ordinance or any right of DSTRCT, itslicensors or any third party, including without limitation, any right ofprivacy, publicity, copyright, trademark, or patent. Purchaser further agreesthat he/she will comply with all applicable law.
(iii) Artistic Purposes Only. Purchaser represents and warrants that Purchaser (A) ispurchasing the CTZN for personal enjoyment purposes, and (B) is not purchasingany CTZN with the intent or expectation of profits from any appreciation invalue or otherwise from the CTZN or any Access Rights that may from time totime be granted by DSTRCT or third parties.
(iv) Qualified Consumer. Purchaser acknowledges and agrees that Purchaser hassufficient understanding of the functionality, usage, storage, transmissionmechanisms and other material characteristics of non-fungible cryptographictokens, token wallets and other token storage mechanisms, public and privatekey management, blockchain technology, and blockchain-based software systems tounderstand this Agreement. Purchaser understands, acknowledges and agrees thatsuch knowledge allows it to appreciate the implications and risks of acquiringthe CTZN herein.
(c) Form ofPayment. All payments for the PrimaryTransaction Purchase Price shall be made via Ether (ETH), unless otherwisedetermined in DSTRCT’s sole discretion.
(d) Gas Fees. By buying or selling an CTZN, you agree to pay allapplicable fees, including, but not limited to, any transaction fees and GasFees, as applicable. “Gas Fees” fund the network of computers that run thedecentralized Ethereum network, meaning that the Purchaser will need to pay GasFees for each transaction that occurs via the Ethereum network. DSTRCT does nothave any insight into or control over these payments or transactions, nor does DSTRCThave the ability to reverse any transactions. Accordingly, DSTRCT will have noliability to you or to any third party for any claims or damages that may ariseas a result of any transactions of the CTZNS that you engage in.
(e) Transfers. All Secondary Transactions are subject to Section 3(b)of this Agreement, as well as the following terms: (i) the CTZN transferee (the“Transferee”) shall, by purchasing or otherwise receiving the CTZN, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof (other than with respect toSections 3(a) and 3(c)); and (ii) the CTZN transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by theTransferee, and shall cause the Transferee to agree to the terms of thisAgreement. Purchaser further acknowledges and agrees that all SecondaryTransactions will be effected on the Ethereum blockchain, the blockchain network governing the CTZN, and Purchaser will be required to make or receive payments exclusively through Purchaser’s cryptocurrency wallet.
4. WARRANTY DISCLAIMERS.
ALL CTZNS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, DSTRCT EXPLICITLY DISCLAIMS ON BEHALF OF ITSELF, ALL OTHER PERSONS, ENTITIES AND PARTIES THAT ARE OR IN THE FUTURE MAY PROVIDE ANY ACCESS RIGHTS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “DISCLAIMED PARTIES”) ANY ANDALL WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, FUTURE VALUE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE. DSTRCT ON BEHALF OF ITSELF AND THE DISCLAIMED PARTIES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE CTZNWILL MEET PURCHASER’S REQUIREMENTS, OR THE CTZN WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NEITHER DSTRCT OR THE DISCLAIMED PARTIES MAKE ANY REPRESENTATION, WARRANTY REGARDING OR GUARANTEE REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE CTZN. NEITHER DSTRCT NOR THE DISCLAIMED PARTIES WILL BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF THE CTZN, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; (IV)UNAUTHORIZED ACCESS TO THE CTZN; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK. NEITHER DSTRCT NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE CTZN. NEITHER DSTRCT NORANY DISCLAIMED PARTY IS RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE CTZN, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TOYOU. 5. ASSUMPTION OF RISK. PURCHASER ACCEPTS AND ACKNOWLEDGES ALL RISKS ASSOCIATED WITH THE FOLLOWING:
(a) The disclaimers set forth in Section 4 above.
(b) Any Access Rights, and the lack of Access Rights, as maybe the case from time to time.
(c) Purchaser is solely responsible for determining what, if any, taxes and Gas Fees apply to Purchaser’s purchase, sale, or transfer of theCTZN. DSTRCT is not responsible for determining or paying the taxes or Gas Feesthat apply to such transactions.
(d) CTZNS are digital assets recorded and transferable on the Ethereum blockchain. Any transfer of a CTZN occurs through automated processes on the Ethereum blockchain, which is not controlled in any capacity by DSTRCT. Transactions involving CTZNS may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.Some transactions of the CTZNS shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time thatPurchaser initiated the transaction.
(e) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the riskthat third parties may obtain unauthorized access to information stored within your Wallet. DSTRCT will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting transactions involving CTZNS, however caused, including any Gas Fees paid or payable in connection therewith. DSTRCT does not store your password, passkey, private key or other credentials needed to access the CTZNS following the sale, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of your password, private key or passkey in a secure location. In no event shall DSTRCT be responsible for lost credentials or keys and is under no obligation to assist Purchaser with recovery of such credentials or keys.
(f) Transactions involving CTZNS may rely on third-party platforms to perform transactions which are outside of DSTRCT’s control.
6. LINKS TO THIRD PARTY WEBSITES OR RESOURCES. Use and interaction of the CTZN may allow purchaser to access third-party websites or other resources. All such websites are provided only as a convenience and neither DSTRCT nor the disclaimed parties are responsible for the content, products, or services on or available from those resources or links displayed on such websites. Without limiting section5, purchaser acknowledges sole responsibility for and assumes all risk arising from purchaser’s use of any third-party resources. Under no circumstances shall purchaser’s inability to view any image or display associated with an CTZN on a third-party website serve as grounds for a claim against DSTRCT or any disclaimed party. 7. INDEMNITY. Purchaser shall defend, indemnify, and hold DSTRCT, its affiliates, officers, directors, employees, agents, and all disclaimed parties (collectively, the “DSTRCT Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses(including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the CTZNS whether or not such person personally purchased the CTZNS) against any DSTRCT party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) purchaser’s purchase, ownership, use and interaction with the CTZNS,
(b) purchaser’s breach or anticipatory breach of this agreement,
(c) purchaser’s violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with purchaser’s use or interaction with the CTZNS, and (d) any misrepresentation made by purchaser (all of the foregoing, “claims and losses”). Purchaser will cooperate as fully required by DSTRCT in the defense of any claim and losses.Notwithstanding the foregoing, DSTRCT may act on behalf of the purchaser to agree to any settlement or compromise with respect to any claims and losses, and any such agreement shall bind and be an obligation of the purchaser. DSTRCT reserves the right to assume the exclusive defense and control of any claims and losses. Purchaser will not settle any claims and losses without, in each instance, the prior written consent of an officer of DSTRCT.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE DSTRCT PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE CTZNS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THE PURCHASE OFANY CTZN, FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE CTZNS OR ACCESS OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, OR THE LACK OF ACCESS RIGHTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DSTRCT PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE DSTRCT PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PURCHASE OF ANY CTZN, FROM THE USE OF OR INABILITY TO USEOR INTERACT WITH ANY CTZN OR ACCESS OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, OR THE LACK OF ACCESS RIGHTS EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OFTHE BARGAIN BETWEEN DSTRCT AND PURCHASER.
9. GOVERNING LAW.
This agreement and any action related thereto will be governed by the laws of Delaware,without regard to its conflict of laws provisions. 10. DISPUTE RESOLUTION. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach, or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under itsCommercial Arbitration Rules. The arbitration shall be conducted in the state of Delaware, United States, and the proceedings shall be in English. The number of arbitrators shall be one.
(1). Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree that any arbitration shall be on an individual basis. Class arbitrations and class actions are not permitted. If the law of the applicable jurisdiction prohibits enforcement of this provision as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. 11. GENERAL TERMS. This agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any transferee. This agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of this agreement, all of which are hereby merged into this agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this agreement, except as expressly provided in this agreement or as the parties may agree in writing. No amendment to thisagreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby. Failure to promptly enforce a provision of this agreement will not beconstrued as a waiver of such provision. Nothing contained in this agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of this agreementor otherwise, authorized as an agent or legal representative of the otherparty. Neither party to this agreement is granted any right or authority toassume or to create any obligation or responsibility, express or implied, onbehalf or in the name of the other party, or to bind such other party in anymanner. The parties agree that any and all persons and entities that own therights in and to the image or other intellectual property associated with,related to, or linked to, an CTZN are third-party beneficiaries of thisagreement and will have the right to directly enforce this agreement. Each ofthe parties acknowledges that it has had the opportunity to have this agreementreviewed or not by independent legal counsel of its choice. If any one or moreof the provisions of this agreement should be ruled wholly or partly invalid orunenforceable, then the provisions held invalid or unenforceable will be deemedamended, and the court or other government body is authorized to reform theprovision(s) to the minimum extent necessary to render them valid andenforceable in conformity with the parties’ intent as manifested herein. Theheadings to sections of this agreement are for convenience or reference onlyand do not form a part of this agreement and will not in any way affect itsinterpretation. Neither party will be afforded or denied preference in theconstruction of this agreement, whether by virtue of being the drafter orotherwise. For purposes of this agreement, the words and phrases “include,”“includes”, “including” and “such as” are deemed to be followed by the words“without limitation”. Any notices or other communications provided by DSTRCT underthis agreement will be given by posting to the Website or other website electedby DSTRCT. Purchaser may give notice to DSTRCT by email per the below,effective upon receipt. The parties have agreed to contract electronically, andaccordingly, electronic signatures will be given the same effect and weight asoriginals. 12. CONTACT INFORMATION. If you have any questions about this agreement, please contact DSTRCT at info@dstrct.io.
