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HRO Marketplace App Terms of Use

Version 31 October 2022

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE YOU DOWNLOAD OR USE THE HRO MARKETPLACE APP (IN EITHER ITS DESKTOP OR MOBILE VERSION) BECAUSE THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS INCLUDING, WITHOUT LIMITATION, WAIVERS OF RIGHTS, LIMITATIONS OF LIABILITY, AND YOUR INDEMNITY TO US. THESE TERMS OF USE ALSO REQUIRE THAT SOME USERS USE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS, JURY TRIALS, OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. NOTHING IN THESE TERMS OF USE AFFECTS YOUR STATUTORY RIGHTS. IF YOU ARE A CONSUMER USER AND WE DIRECT THE HRO APP TO YOU (AND/OR PURSUE OUR COMMERCIAL OR PROFESSIONAL ACTIVITIES IN RELATION TO THE HRO APP) IN THE UNITED KINGDOM (“UK USER”), THE SUPPLEMENTAL PROVISIONS IN APPENDIX 1 SHALL APPLY TO YOU.

Acceptance of the HRO Marketplace App Terms of Use

These Terms of Use are entered into by and between you and The United States Playing Card Company (“USPC,” “we” and “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use” and “Agreement”), govern your access to and use of the HRO Marketplace App (“HRO App”), including any content, functionality, and services offered on or through the HRO App, whether such access and use is made through the web application or by downloading the mobile application.

By using the HRO App, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy and incorporated herein by reference. If you do not agree with these Terms of Use or the Privacy Policy, you must not access or use the HRO App.

The HRO App is offered and available to users who are 18 years of age or older. By using the HRO App, you represent and warrant that you are at least 18 years of age and are otherwise legally competent to enter into this Agreement. If you are less than 18 years old or are otherwise not legally competent to enter into this Agreement, you must not access or use the HRO App, regardless of any consent from your parent or guardian. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the HRO App.

Interpretation and Certain Definitions

As used in these Terms of Use:

  • The words “include,” “includes,” and “including” are not limiting and are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and words denoting any gender include all genders.
  • Content” means, collectively, all content, information and material made available by USPC or our Suppliers on or through the HRO App, including, without limitation, text, photos, images, graphics, designs, artwork, emojis, avatars, characters (whether or not animated), animations, music, audios, videos, games, and software applications, whether or not downloadable, as well as all layout design and look and feel elements of the HRO App. For the avoidance of doubt, all Virtual Goods (defined below) are and shall be deemed to be part of the Content. However, Content does not include User Material.
  • Marketplace” means the marketplace and transaction ecosystem within the HRO App.
  • NFT” means a blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard or similar standards, and “HRO NFT” means an NFT released by USPC or its Suppliers. For clarity, all HRO NFTs are Virtual Goods (defined below).
  • Suppliers” means all of the following: (i) third parties that have licensed their intellectual property or other proprietary rights to USPC for use in connection with the HRO App; (ii) our business partners; (iii) third parties that provide software, data, or other information technology products, services, or support to USPC in connection with the operation of the HRO App; and (iv) third parties that provide payment services in connection with the operation of the HRO App. For clarity, our Suppliers include Warner Bros. Consumer Products Inc., Epics Digital Collectibles, Inc. (“Epics Digital”), and Circle Internet Financial, Inc. (“Circle”).
  • User Material” means content, information, or material that you or other users originate and make available to others on or through the HRO App, but excluding: (i) content, information or material that belongs to USPC or our Suppliers; and (ii) personal information that you provide to us (such personal information is governed by our Privacy Policy).
  • Virtual Goods” means digital virtual goods made available by USPC or our Suppliers on or through the HRO App for purchase or as rewards, prizes, or promotional items. Virtual Goods include HRO NFTs and may include reward points, tokens, avatars, and accessories.
  • A “Wallet” means a digital wallet provided and maintained by a third-party wallet operator (e.g., Metamask), which allows the holder or an authorized user of the wallet to send, receive, and store cryptocurrencies and other blockchain-based assets.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. If we make material modifications to these Terms of Use, we will attempt to notify you, such as by email or by posting a notice on the HRO App (e.g., in-app notification). Unless we state otherwise, if you continue to use the HRO App after such notification, these Terms of Use as modified will apply to you. If you do not agree with any modification to these Terms of Use, your sole and exclusive remedy will be to discontinue use of the HRO App.

Additional Terms

To the extent USPC or our Suppliers adopt and publish additional terms, rules or policies for the HRO App, services offered through the HRO App, or any Content (including Virtual Goods), you accept and agree to be bound by such additional terms, rules, and policies, as applicable to your use of the HRO App, services, or Content, in addition to these Terms of Use.

  • HRO NFTs: All HRO NFTs are subject to NFT License Terms in addition to these Terms of Use. The NFT License Terms applicable to a particular HRO NFT may differ from the NFT License Terms applicable to other HRO NFTs, including, for example, where the HRO NFTs include licensed Content from different Suppliers. The Warner Bros. – HRO NFT License Terms are available at https://hro.gg/consumer-nft-license. In the event of a conflict between any of the provisions contained in these Terms of Use, a Supplier’s applicable terms of use, or the NFT License Terms for a particular HRO NFT, the following shall control in this order and solely to the extent of the conflict: (i) the HRO NFT License Terms ; (ii) these Terms of Use; and (iii) a Supplier’s terms of use.
  • Other Virtual Goods: From time to time, USPC or our Suppliers may adopt additional terms, rules or policies for specific Virtual Goods. In the event of a conflict between these Terms of Use and any additional terms, rules or policies applicable to specific Virtual Goods, such additional terms, rules or policies will control solely to the extent of the conflict and solely in connection with the applicable Virtual Goods.
  • Promotions: From time to time, USPC or our Suppliers may conduct sweepstakes, contests, giveaways, and other promotions on or through the HRO App, and participation in such sweepstakes, contests, giveaways, or other promotions will be subject to their official rules (as prescribed by USPC or our Suppliers) in addition to these Terms of Use.
  • Transaction Services: As described further below, to participate in the Marketplace, you must have either a Circle Digital Account or a Circle Digital Plus Account. If Circle approves you for a Circle Digital Account, you must agree to Circle’s digital dollar account agreement found at https://www.circle.com/en/legal/digital-dollar-account-terms-and-conditions, which is subject to change by Circle. As described further below, certain activities in the Marketplace require that you have a Circle Digital Plus Account. If Circle approves you for a Circle Digital Plus Account, you must additionally agree to Circle’s user agreement found at https://www.circle.com/en/legal/usdc-terms, which is subject to change by Circle. In any event, your Circle account and other interactions with Circle are subject to Circle’s privacy policy found at https://www.circle.com/en/legal/privacy-policy, which is subject to change by Circle.

Consent to Electronic Communications

By signing up for the HRO App, you consent to receiving electronic communications from us that are related to your use of the HRO App. These electronic communications may include emails, in-app notifications, and notifications posted to your account on the HRO App. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically via email or in-app notifications satisfy any legal requirement that the same be in writing.

Account Registration

By registering an account on the HRO App, you represent and warrant that all account information you submit is your own information and is truthful and accurate. You understand and agree that we may immediately suspend or terminate your account if we have any reason to believe that you have misrepresented or provided false account information to us. It is your responsibility to keep your account information accurate and current. As the account holder, you are responsible for safeguarding your account login information (username and password), and you should notify us immediately in the event your account login is lost, stolen, or used by another without your permission. You are responsible for all activities on your account, including those of any other user you allow to access your account, and any misconduct by you or any such user may result in immediate suspension or termination of your account in our discretion.

Third-Party App Store Providers

Third-party app store providers, including Apple, Inc. and Google LLC together with their affiliates (each, an “App Store Provider”), are third-party beneficiaries to these Terms of Use. Upon your acceptance of these Terms of Use, the applicable App Store Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary hereof.

When accessing the HRO App on a mobile device (Apple iOS or Android), you acknowledge and agree as follows:

  • You are accessing the HRO App on a mobile device owned or controlled by you and as permitted by, and subject to, the usage rules and other terms and policies of the applicable App Store Provider with which you must also comply;
  • These Terms of Use are solely between you and USPC, and the applicable App Store Provider is not a party to these Terms of Use, nor is the applicable App Store Provider responsible for the HRO App and Content (including Virtual Goods);
  • The applicable App Store Provider has no obligation whatsoever to provide maintenance or support with respect to the HRO App and, to the maximum extent permitted by applicable law, the applicable App Store Provider has no warranty obligation whatsoever with respect to the HRO App;
  • USPC, not the applicable App Store Provider, is responsible for addressing any claims by users or third parties relating to the HRO App, including product liability claims, claims that the HRO App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection, privacy, or similar legislation, and claims that the HRO App (or use thereof) infringes any third party’s intellectual property rights.

Mobile Service Charges

If you use the HRO App on a mobile device, or if you send or receive electronic communications to or from us on a mobile device, your wireless carrier may impose data or other charges, and you understand and agree that you will be solely responsible for any and all such charges from your wireless carrier.

Compliance With Export Control Laws

You agree not to export, re-export, or transfer, directly or indirectly, the HRO App, or any U.S. technical data acquired from the HRO App, or any products utilizing such data, in violation of the (U.S.) export laws or regulations. By accessing the HRO App, you represent and warrant that: (i) you are not located in, and you are not a national or resident of, Burma (Myanmar), Cuba, Iran, North Korea, Sudan, or Syria; (ii) you are not located in, and you are not a national or resident of, a country that is subject to a (United States) embargo, or that has been designated as a “terrorist supporting” country; and (ii) you are not listed on any (United States) government list of prohibited or restricted parties. You are not allowed to use the HRO App if we identify your IP address or address of residence or use of the HRO App as originating from any such country or if we have reason to believe that you are listed on any United States government list of prohibited or restricted parties.

Reservation of Rights

We reserve the right to modify or discontinue any or all of the HRO App or any Content (including Virtual Goods) at any time in our sole discretion, with or without notice. We will not be liable to you or to any other user, if for any reason any or all of the HRO App or any Content (including Virtual Goods) becomes unavailable at any time or in any location. If you register an account on the HRO App, we reserve the right to suspend or terminate your account, if we determine (in our sole judgment) that you are in violation of these Terms of Use or any applicable law, or that your use of the HRO App may expose USPC or any of our affiliates or Suppliers to liability of any kind or may adversely affect the brands or reputation of us or our Suppliers.

Virtual Goods

Except as expressly provided otherwise in the applicable HRO NFT License Terms, all Virtual Goods (including all associated intellectual property and proprietary rights) will remain the property of USPC or our Suppliers (as applicable), and you have no ownership or other property right or interest in any Virtual Goods, regardless of how you obtain access to the Virtual Goods.

Unless expressly otherwise indicated by USPC or our Suppliers, USPC and our Suppliers do not represent or warrant that Virtual Goods have any monetary value or that they can be redeemed or exchanged for any type of “real world” money (for example, United States dollars or other government-issued currency).

There is no refund or return for the purchase of any Virtual Goods, unless expressly authorized by USPC or our Suppliers or by an applicable App Store Provider.

User Feedback

If you submit ideas, suggestions, comments, or other feedback concerning the HRO App or Content (including Virtual Goods) (whether solicited or unsolicited) (“Feedback”) to USPC or its Suppliers, you understand and agree that: (i) USPC and our affiliates and Suppliers, including our and their successors and assigns, will be free to copy and use your Feedback for any and all commercial and noncommercial purposes (including, without limitation, for marketing, advertising, promotion, and product/service development); (ii) your Feedback submission is voluntary and consensual and is made without any condition or reservation of rights, including, without limitation, any condition of compensation, payment, credit, attribution, secrecy or confidentiality; (iii) your Feedback submission does not give rise to any contractual, fiduciary or confidential relationship of any kind (whether express or implied) between you and USPC or our Suppliers; and (iv) your Feedback submission may be used and retained indefinitely by USPC and our affiliates and Suppliers, including our and their successors and assigns.

User Interactions

You must adhere to the following guidelines when interacting with other users on the HRO App (including when communicating with other users via any text or audio chat functions that may be available on the HRO App):

  • Please treat others with courtesy and respect.
  • Please do not use foul language, profanity, obscenity, or make threatening, harassing, or discriminatory remarks toward others.
  • Bullying, trolling, spamming, phishing, impersonation, and other abusive behaviors are strictly prohibited.

If you violate the foregoing guidelines, we may immediately suspend or terminate your account in our discretion.

Use of In-App Chat Functions and Social Media Features

By using any text or audio chat functions that may be available on the HRO App to communicate with other users, you acknowledge and agree that USPC and our Suppliers reserve the rights (i) to monitor and moderate user communications and remove any communications that USPC or our Suppliers may deem (in our or their sole discretion) to be offensive, inappropriate, or otherwise violative of these Terms of Use and (ii) to record, log, and retain copies of user communications for product improvement, data research, and archival purposes.

Please exercise utmost discretion and caution if you choose to reveal personal information that identifies you or another person in text or audio communications with other users. Personal information revealed may be used by others in a way that is offensive or harmful to you or another person, or in a way that violates your or another person’s rights. If you choose to reveal personal information to another user, you do so of your own volition and at your own risk, and you acknowledge and agree that USPC and our Suppliers will not be responsible or liable for other users’ use or misuse of information revealed by you, and you waive any and all claims against USPC or our Suppliers based upon or by reason of other users’ use or misuse of information revealed by you.

The HRO App may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain Content on the HRO App.
  • Send e-mails or other communications with certain Content, or links to certain Content, on the HRO App.
  • Cause limited portions of Content on the HRO App to be displayed or appear to be displayed on your own website or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the HRO App or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Link to any part of the HRO App other than the homepage.
  • Otherwise take any action with respect to the HRO App or its Content that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. 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.

User Material

Certain features of the HRO App may provide users with the ability to upload, post, display, transmit or distribute User Material. By using such features, you acknowledge and agree as follows:

  • You warrant that your User Material does not violate any third party’s rights.
  • You grant to USPC and our Suppliers an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable and transferable license to make your User Material available to others on or through the HRO App.
  • We and our Suppliers reserve the right to retain copies of your User Material for internal backup/archival purposes, or as may be required by applicable law.
  • We and our Suppliers are not responsible or liable for others’ retention, use or misuse of any User Material that you have made available to others on or through the HRO App.
  • You are solely responsible for backing up your User Material, and we and our Suppliers are not responsible for any loss or corruption of your User Material.
  • We and our Suppliers reserve the right to remove and block or disable access to your User Material, if it is determined by us or our Suppliers that your User Material violates these Terms of Use or any applicable law, may expose USPC or any of our Suppliers to liability of any kind, or may adversely affect the reputation or goodwill of USPC or any of our Suppliers.
  • All User Material is subject to our Copyright Infringement Policy as set out below.

Copyright Infringement Policy

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 the HRO App infringe your copyright, you may request removal of those materials by submitting written notification to our copyright agent designated below. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written 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 HRO App, 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 the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective.

Our designated copyright agent to receive DMCA notices is:

Legal Department

The United States Playing Card Company
300 Gap Way

Erlanger, KY 41018
+1 (859) 815-7441
[email protected]

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

Third-Party Content and Links from the HRO App

The HRO App includes content provided by third parties, including materials provided by our licensor Suppliers. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by USPC, are solely the opinions and the responsibility of the person or entity providing those materials. Third-party materials do not necessarily reflect the opinion of USPC. 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.

The HRO App may contain links to third-party websites and applications or you may be directed to our Supplier’s website for completion of a transaction (“Third-Party Services”). When you connect to a Third-Party Service, we are not obligated to warn you that you have left the HRO App. Such Third-Party Services are not under the control of us or our affiliates or Suppliers, and we disclaim all representations, warranties and responsibility for, such Third-Party Services. When you leave the HRO App you will be subject to the agreements and policies, including privacy and data gathering practices, of the applicable Third-Party Service.

Intellectual Property

  • USPC Intellectual Property: Other than intellectual property licensed from or provided by our Suppliers, all of the HRO App and Content, including all copyrights, trademark rights, trade dress rights, patent rights, and other intellectual property and proprietary rights therein and thereto, are the property of USPC or our affiliates, and are protected by intellectual property and other laws in the United States and other countries. Any unauthorized use of our trademarks, copyrights, or other intellectual property rights is strictly prohibited and may give rise to civil or criminal liabilities.

Subject to your compliance with these Terms of Use and applicable laws, we grant you a non-exclusive, non-transferable, revocable, conditional and limited license to access and use the HRO App and Content (including Virtual Goods) for your own lawful personal and noncommercial use only. This license is personal to you, is not transferable or sublicensable to others, and may be revoked and terminated by us at any time and for any reason (including if you violate these Terms of Use or any applicable law). Any unauthorized use, copying, reproduction or distribution of the HRO App or Content (including Virtual Goods) is strictly prohibited and may result in civil or criminal liabilities. We reserve all rights not expressly granted herein or in the applicable NFT License Terms.

Without limiting the foregoing, if you download, unlock, receive, purchase, or otherwise acquire any Content (including any Virtual Goods) from the HRO App, you acknowledge and agree that you are only authorized to retain and use such Content for your own lawful personal and noncommercial use only and that, unless expressly otherwise permitted by USPC or our affiliates (including, for example, in the applicable NFT License Terms), you must not sell, offer to sell, distribute, transfer, license, transmit, or otherwise disseminate such Content (including Virtual Goods) or any duplicate or derivative work thereof, to others.

  • Our Suppliers’ Intellectual Property: Intellectual property licensed from or otherwise made available by our Suppliers remains the property of our Suppliers including, for example, music, sound-recordings, videos, artwork, graphics, designs (including 2-D and 3-D), photographs, names, likenesses, trademarks, taglines, trade dress, logos and other brand identifications of our licensor Suppliers, of our business partner Suppliers, and of third-party sponsors and advertisers. Any unauthorized use of our Supplier’s trademarks, copyrights, or other intellectual property rights is strictly prohibited and may give rise to civil or criminal liabilities. Unless expressly otherwise permitted by the Supplier (including, for example, in the applicable NFT License Terms), you must not sell, offer to sell, distribute, transfer, license, transmit, or otherwise disseminate any of our Suppliers’ intellectual property or any duplicate or derivative work thereof, to others.

HRO NFT Marketplace

The following terms apply to all HRO NFTs, however acquired, including from USPC (e.g., by purchasing from USPC at https://shop.hro.gg/ or receiving as a prize or reward) or from a third party (e.g., by purchasing from our Supplier Epics Digital or by purchasing or trading with the previous owner of an HRO NFT).

The HRO App includes a Marketplace. The transactions in the Marketplace are aggregated in batches and stored in one or more escrow wallets maintained by our Supplier or its Third-Party Services providers. While the escrow wallets are maintained on the Ethereum blockchain, records of individual transactions within the escrow wallets are recorded on private servers controlled by our Supplier or its Third-Party Services providers and are not reflected on the Ethereum blockchain.

If you so choose, you will have the ability to export your NFT to an acceptable Wallet on the Ethereum blockchain from the Marketplace. Acceptable wallets are subject to change at any time in USPC’s sole discretion. By using a Wallet to transfer an NFT, you represent and warrant that you are the lawful holder or an authorized user of such Wallet and that you are in compliance with all of the terms, rules and policies of the third-party Wallet operator in connection with your use of such Wallet. Transactions that take place outside of the Marketplace are managed and confirmed via the Ethereum blockchain and are not managed by USPC or our Supplier. Neither USPC or its Supplier owns or controls MetaMask, any web browsers, the Ethereum network, or any other third-party site, product, or service that you may access to engage with the HRO App (including the Marketplace), and neither USPC or its Supplier are responsible for the operation of any such third-party site, product, or service. The operation and security of your Wallet is entirely the responsibility of the applicable third-party Wallet operator (e.g., Metamask). YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT USPC AND OUR AFFILIATES AND SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY DEFECT, ERROR, MALFUNCTION, FAILURE, OR BREACH OF SECURITY OF YOUR WALLET, OR FOR ANY DAMAGES OR LOSSES (INCLUDING ANY LOSS OF NFT, CRYPTOCURRENCY, OR OTHER DIGITAL ASSETS) YOU MAY INCUR AS A RESULT.

NFTs may be purchased either as part of a bundle in an initial sale and purchase, in an auction, or in a secondary market transaction from another user conducted in the Marketplace. By placing an order, whether at a fixed price or an auction bid, in the Marketplace, you are submitting a binding offer to purchase. Initial sale and purchase transactions (as opposed to purchases from a previous owner of an HRO NFT) are made by our Supplier Epics Digital. You will be directed to a website owned by Epics Digital to complete the transaction and Epics Digital will be the seller of record. Your order in the Marketplace is accepted and confirmed only if and when we or our Supplier Epics Digital provides you with written confirmation that your transaction has been completed. No refunds are permitted except if required by statutory warranties or guaranties that cannot be disclaimed, excluded or otherwise limited by law.

In order to participate in the Marketplace, you must have either a Circle Digital Account or a Circle Digital Plus Account that is connected to your account on the Marketplace. A Circle Digital Plus Account is required to initiate payouts, to transfer supported digital assets (e.g., ETH or other cryptocurrency supported by Circle) to or from your Wallet, if your account reaches certain thresholds, or for other reasons determined by us or our Supplier. You may acquire a Circle Digital Account initially and upgrade to a Circle Digital Plus Account at a later date or, in certain circumstances, you may acquire a Circle Digital Plus Account initially. In the course of obtaining a Circle Digital Plus Account, or at our or our Supplier’s discretion at any time, you must supply us with additional information to allow us or our Supplier to perform a know-your-customer (“KYC”) check. You authorize us to, directly or through third parties, make inquiries and take any other actions we or they deem reasonably necessary to verify your identity and the information you provide. You acknowledge and agree that such inquiries will result in your KYC information being disclosed to credit reference, fraud prevention, or financial crime prevention agencies or services. You represent that all KYC information provided is true and accurate and you agree to immediately update such information through your account or by notice to us if any of it changes. Where we or our Supplier is not entirely satisfied that your identity is verified, or upon determining that any KYC information is false, inaccurate, misleading or out of date, we reserve the right to terminate this Agreement, terminate or suspend access to your account or suspend our performance in whole or in part immediately and without notice.

You hereby expressly permit Circle, and us and our Supplier Epics Digital acting on Circle’s behalf, access to all documents and records related to your account and your activities as Circle may in its sole discretion deem necessary to satisfy onboarding requirements established by Circle, including KYC information, or otherwise to perform the Circle services.

You hereby appoint us and our Supplier Epics Digital as your agent to send and receive information and instructions to and from Circle. You authorize us and our Supplier Epics Digital to instruct Circle to release the fees and other amounts for which you are liable. If there is insufficient value in your Circle account to fully pay us, you agree to pay the amounts to us by such means as we or our Supplier reasonably requires within five (5) days of when they are first owed.

We do not provide Circle accounts and we do not take possession of any amounts deposited in your Circle account. All rights and privileges with respect to your Circle account are set out in your agreement (or agreements) with Circle. Circle is responsible only for the services provided by Circle and is not responsible for the provision of our products or services, or of any other products or services provided by us.

Every transaction on the Marketplace is subject to a transaction fee equal to a percentage of the sale price. Transactions of NFTs outside of the Marketplace may be subject to additional or different fees, including blockchain transaction fees (“Gas Fees”), and such additional or different fees may be substantially higher than the transaction fees charged within the Marketplace. The value of Gas Fees changes, often unpredictably, and is outside of our, and our Supplier’s, control. By purchasing an NFT, you agree to pay the selling price in the type of cryptocurrency as listed at the point of sale for that NFT, including any applicable transaction fees, and your obligation to pay becomes final and binding the moment you submit an order, whether at a fixed price or an auction bid, for that NFT. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency you have agreed to pay at the time of purchase. No fluctuation in the value of any currency, whether cryptocurrency or otherwise, will impact or excuse your obligation to pay in connection with an NFT purchase.

IF WE OR OUR SUPPLIER INCURS ANY LOSSES ON ACCOUNT OF YOUR ACTS OR OMISSIONS, YOU HEREBY EXPRESSLY INSTRUCT US TO, WITHOUT YOUR PRIOR NOTICE OR CONSENT, DEBIT YOUR ASSETS UP TO THE AMOUNT OWING FROM YOUR ACCOUNT AND ANY BALANCES IN YOUR CIRCLE ACCOUNT. WE AND OUR SUPPLIER RESERVES THE RIGHT TO USE SUCH ASSETS, INCLUDING AND NFTS, TO OFFSET ANY AND ALL ACTUAL OR POTENTIAL LOSSES INCURRED AS A RESULT OF YOUR ACTS OR OMISSIONS.

We or our Supplier may freeze or debit your account where required to do so by applicable law, to prevent fraud, to protect security, or where we or our Supplier reasonably believes that freezing a given NFT or transaction is necessary. This may include a cooling-off period in for NFTs such that they cannot be transferred before a period of time determined in the sole discretion of us or our Supplier. You represent that you are not purchasing NFTs for investment purposes nor as a conduit to obtaining other assets and, therefore, such a freeze shall not be the basis of a claim by you for economic or other losses.

You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our or our Supplier’s net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the HRO App (including the Marketplace), including NFT transactions or other goods or services. Except for income taxes levied on us or our Suppliers, you: (a) will pay or reimburse us for all Taxes; and (b) will not be entitled to deduct the amount of any Taxes from payments (including transaction fees). You are solely responsible for determining what, if any Taxes, apply to your transactions on the HRO App (including the Marketplace) or related to Virtual Goods (including HRO NFTs).

Listed and auction bid prices for items sold through the Marketplace do not include Taxes. Without limiting your obligations with respect to Taxes, we reserve the right to collect and remit to the appropriate authorities certain Taxes on your transactions. Terms of payment for any items sold through the Marketplace are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us or our Supplier before acceptance of an order, whether at a fixed price or an auction bid.

We have no control over, and accept no responsibility or liability for, any sale or exchange of physical goods between you and any third party. Without limiting the foregoing, any exchange of physical goods (such as a physical trading card) associated with a HRO NFT sold or otherwise transferred through the Marketplace is solely between the parties to such transfer, and we do not and will not act as an intermediary for such exchange.

We accept no liability, and specifically disclaim all implied warranties, to complete any transaction that cannot be cleared by our or our Supplier’s payment facilitator, whether because there are not sufficient funds available on your credit card, issues related to identity or localization or otherwise. We and our Supplier reserve the right to verify and approve any and all transactions made by you when using the Marketplace, including all withdrawal transactions of any amount, to ensure that they comply with these Terms of Use, applicable law, and the terms imposed on us and our Suppliers by Third-Party Services providers. You expressly acknowledge and agree that such verifications may require you to provide us or our Supplier with additional personal information in order to verify and confirm your identity and to perform verifications aimed to deter fraud and misuse of the HRO App (including the Marketplace).

We reserve the right to suspend access to any NFT if we determine in our sole discretion that such NFT or your receipt, ownership, use or disposition thereof may be in violation of any applicable law, these Terms of Use, or applicable NFT License Terms. An NFT you acquire (through purchase or otherwise) may become inaccessible or unviewable, and under no circumstances will your inability to access or view an NFT serve as grounds for a claim against USPC or any of our affiliates or Suppliers.

HRO NFT Sets and Packs

For any NFT that we decide to release to the public, we determine, in our sole discretion, the form, quantity, price, composition, and characteristics of such NFT. If we release NFTs as a collection, series, set or group (“Set”), we may, in our sole discretion, reserve any number of NFTs from a given Set, and we are under no obligation to make available all NFTs from any given Set. We will disclose in connection with the sale of any Set of NFTs if a portion of such Set has been reserved.

You can purchase HRO NFTs by: (a) buying multiple HRO NFTs in packs (each, a “Pack”); (b)buying individual HRO NFTs offered at a fixed price or by auction; or (c) buying HRO NFTs from other users in the Marketplace. There are different types of Packs available for purchase, and we reserve the right to modify the types, prices and numbers of Packs available at our discretion. Depending on the type of Pack you buy, you may collect HRO NFTs of varying levels of scarcity. Before you buy a Pack, we will let you know the types of HRO NFTs (but not the exact HRO NFTs) that are contained in that Pack. We may offer individual NFTs (at a fixed price or by auction) in a manner where you will know the exact HRO NFT that you are purchasing or bidding on, or as part of Set where you will discover the exact HRO NFT that you purchased only after you receive and open the NFT. If you buy an individual HRO NFT from another user in the Marketplace, you will know the exact HRO NFT that you are purchasing. We strongly encourage you not to purchase HRO NFTs other than on the Marketplace. ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THE HRO APP (INCLUDING THROUGH THE MARKETPLACE FROM OUR SUPPLIER EPICS DIGITAL OR FROM A PREVIOUS NFT OWNER) OF AN NFT WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF NFTS INITIATED OUTSIDE OF THE MARKETPLACE.

Assumption of Risks

Collectible blockchain-based assets such as the HRO NFTs have no inherent or intrinsic value and their prices can be extremely volatile, unpredictable, and subjective. USPC AND OUR AFFILIATES AND SUPPLIERS DO NOT REPRESENT OR WARRANT THAT ANY HRO NFT HAS ANY MONETARY VALUE OR WILL INCREASE (OR DECREASE) IN VALUE OVER TIME, OR WILL MAINTAIN ANY VALUE, OR CAN BE SOLD, RESOLD, TRADED, LIQUIDATED OR EXCHANGED FOR ANY TYPE OF “REAL WORLD” MONEY OR ASSET (FOR EXAMPLE, UNITED STATES DOLLARS OR OTHER GOVERNMENT-ISSUED CURRENCY). The initial selling price of a HRO NFT listed in the Marketplace is set arbitrarily by USPC and does not represent, warrant, reflect, suggest or infer any current or future value of that NFT. Neither USPC nor any of our affiliates or Suppliers determines or controls the selling or trading price of any NFT on the secondary market, which price is set and controlled solely by the then-current owner of that NFT. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT IF YOU CHOOSE TO PURCHASE AN NFT, YOU ASSUME ANY AND ALL RISKS OF LOSS OF MONEY AND LOSS OF VALUE ASSOCIATED WITH THAT NFT.

There are risks associated with Internet-based digital assets, which include, but are not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT USPC AND OUR AFFILIATES AND SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE HRO APP (INCLUDING THE MARKETPLACE), HOWEVER CAUSED.

All NFT transactions (purchase, sale, trading, transfer, etc.) are dependent upon the applicable third-party blockchain network (e.g., Ethereum). Smart contracts and third-party blockchain network technologies are still in an early development stage and unproven. Changes and updates to the applicable third-party blockchain network, a hard fork in the applicable third-party blockchain network, or a change in how transactions are confirmed on the applicable third-party blockchain network, may materially adversely affect the HRO App (including the Marketplace) and the potential value or utility of NFTs.

Please be aware that hacks, cyber-attacks, distributed denials of service or errors, double-spent attacks, flash-loan attacks, vulnerabilities, defects or flaws in the applicable third-party blockchain network, or other events that are beyond our control may lead to partial or complete theft or loss of NFTs.

The legal and regulatory regime governing blockchain technologies, cryptocurrencies, NFTs, etc. is uncertain, and new regulations or policies may materially adversely affect the HRO App (including the Marketplace) and the potential value or utility of NFTs.

AN NFT IS NOT AN INVESTMENT, SECURITY, SHARE OF STOCK OR EQUITY INTEREST, DEBT OR LOAN, NOR A DERIVATIVE INSTRUMENT OF ANY OF THE FOREGOING. Nothing in the HRO App (including the Marketplace) or otherwise communicated or provided by USPC or any of our affiliates or Suppliers constitutes a prospectus or offering document or is an offer to sell or solicitation of an offer to purchase an investment, security, share of stock or equity interest.

Prohibited Activities

You must not:

  • use the HRO App or Content (including Virtual Goods) other than for your own lawful personal and noncommercial use only;
  • use the HRO App or Content (including Virtual Goods) for fraudulent, impersonation, harassment, bullying, or other malicious or unlawful purposes;
  • use the HRO App to upload, post, display, transmit or distribute User Material that (x) is unlawful, threatening, hateful, discriminatory, abusive, pornographic, obscene, defamatory, fraudulent, or otherwise objectionable or offensive, or (y) that contains virus, spyware, malware, or other harmful code or material, or (z) that you do not have a legal right or valid authorization to disseminate;
  • use the HRO App or Content (including Virtual Goods) to harm or exploit a minor;
  • disrupt or interfere in any way with the operation of the HRO App or any server, network or system associated therewith, or another’s use of the HRO App;
  • modify or otherwise make derivative works from, or decompile, disassemble or otherwise reverse engineer, any software or other technology component of the HRO App;
  • disable, remove, breach, or circumvent any content protection or access control mechanisms (including geo-blocking mechanisms) associated with the HRO App or any Content (including Virtual Goods);
  • access another’s account or a password-protected area on the HRO App without proper authorization;
  • use any robot, spider, or other automatic device, process, or means to access the HRO App or Content (including Virtual Goods) for any purpose, including for monitoring or mining of data from the HRO App;
  • use the HRO App or Content (including Virtual Goods) in any way that infringes upon, violates, or misappropriates the intellectual property or other proprietary rights of USPC or any of our affiliates or Suppliers;
  • use a wallet that you neither own nor have authorization to use;
  • use a wallet in violation of any applicable law or any of the terms, rules or policies of the applicable third-party wallet operator;
  • sell or attempt to sell any NFT that is fake or forgery, or that infringes upon or violates any intellectual property or other proprietary rights of USPC or any of our affiliates or Suppliers, or violates any applicable law;
  • use the Marketplace to carry out any illegal activities, including money laundering, terrorist financing, fraud/scams/deceptive trading, and activities designed to disrupt the operation of the HRO App (including the Marketplace) or another’s access and use of the Marketplace;
  • engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
    • trading an NFT at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFT, or unfairly or deceptively influencing the market price of an NFT;
    • for the purpose of creating or inducing a false or misleading appearance of activity in an NFT or creating or inducing a false or misleading appearance with respect to the market for an NFT: (A) executing or causing the execution of any transaction in an NFT which involves no material change in the beneficial ownership thereof; or (B) entering any order for the purchase or sale of an NFT with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such NFT, has been or will be entered by or for the same or different parties; or
    • participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of an NFT.
  • use the HRO App or Content (including Virtual Goods) for any purpose that violates these Terms of Use or any applicable law.

No Warranties; Limitation of Liability

THE HRO APP AND ALL CONTENT (INCLUDING ALL NFTS AND OTHER VIRTUAL GOODS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE HRO APP (INCLUDING THE MARKETPLACE) AND ALL CONTENT (INCLUDING VIRTUAL GOODS), INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, WE AND OUR AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT: (i) THE HRO APP (INCLUDING THE MARKETPLACE) AND ALL CONTENT (INCLUDING VIRTUAL GOODS) WILL BE ERROR-FREE, ACCURATE OR UP TO DATE, OR WILL BE UNINTERRUPTED, OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (ii) ANY DEFECT OR ERROR ON THE HRO APP (INCLUDING THE MARKETPLACE) OR IN ANY CONTENT (INCLUDING VIRTUAL GOODS) WILL BE CORRECTED; OR (iii) THE HRO APP (INCLUDING THE MARKETPLACE) AND ALL CONTENT (INCLUDING VIRTUAL GOODS) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL USPC OR ANY OF OUR AFFILIATES OR SUPPLIERS BE LIABLE TO YOU, WHETHER UNDER A THEORY OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, OR LOSS OF DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO THE HRO APP (INCLUDING THE MARKETPLACE) OR ANY CONTENT (INCLUDING VIRTUAL GOODS) OR YOUR USE THEREOF, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF USPC OR ANY OF OUR AFFILIATES OR SUPPLIERS, AND ANY PERSON ASSOCIATED WITH ANY OF THEM, TO YOU (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT OF US $25.

WITHOUT LIMITING ANY OF THE FOREGOING, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT USPC AND OUR AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES OR CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF (OR YOUR INABILITY TO USE) THE MARKETPLACE, OR YOUR PURCHASE, RECEIPT, USE, SALE, TRADING, TRANSFER OR OTHER DISPOSITION OF ANY NFT, OR YOUR INABILITY TO PURCHASE, RECEIVE, USE, SELL, TRADE, TRANSFER OR OTHERWISE DISPOSE OF ANY NFT, INCLUDING FROM ANY OF THE FOLLOWING:

  • USER ERROR, SUCH AS AN INADVERTENT PURCHASE OR A PURCHASE MADE IN ERROR OR BY MISTAKE, FORGOTTEN PASSWORDS, OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR TRANSACTIONS;
  • INTERNET CONNECTION ISSUES, SERVER ISSUES, HARDWARE OR SOFTWARE ISSUES, OR CORRUPTION OR LOSS OF DATA;
  • ANY ISSUE WITH THE APPLICABLE THIRD-PARTY BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUE RESULTING IN ASSET OR FUND LOSSES, AND INCLUDING ALSO LATE REPORT OR NO REPORT AT ALL OF ANY SUCH ISSUES BY DEVELOPERS OR REPRESENTATIVES;
  • ANY ISSUE WITH A WALLET YOU USE, INCLUDING, WITHOUT LIMITATION, WALLET ERROR, MALFUNCTION OR FAILURE, OR CORRUPTED WALLET FILES; OR
  • UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE MARKETPLACE, OR AGAINST THE APPLICABLE THIRD-PARTY BLOCKCHAIN NETWORK, OR AGAINST A WALLET.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE DISCLAIMERS OR LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE DISCLAIMERS AND LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Release and Indemnity

You agree to release and forever discharge (to the fullest extent permitted by applicable law) USPC and our affiliates and Suppliers, including our and their successors and assigns, from any and all claims, actions, causes of action, liabilities, damages, costs and expenses (including, without limitation, those for bodily injury and emotional distress) arising out of or related to: (i) your use of the HRO App or any Content (including any Virtual Goods); or (ii) User Material (whether yours or others).

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH SECTION STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

You further agree to indemnify and hold harmless USPC and our affiliates and Suppliers, and each of their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any third-party claim (including all liabilities, damages, losses, costs and expenses associated therewith) arising out of or related to: (i) your use or misuse of the HRO App (including the Marketplace) or any Content (including any Virtual Goods); (ii) your violation of these Terms of Use, any applicable HRO NFT License Terms, or any applicable law; (iii) your User Material; or (iv) your violation of any third party’s rights.

Governing Law and International Use

All matters relating to the HRO App 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 New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). The United Nations Convention on Contracts for the International Sale of Goods, if applicable, shall not apply to these Terms of Use.

We make no claims that the HRO App or any of its Content is accessible or appropriate outside of the United States. Access to the HRO App may not be legal by certain persons or in certain countries. If you access the HRO App from outside the United States, you do so on your own initiative and risk and you are responsible for complying with any and all applicable local laws and regulations.

Dispute Resolution and Binding Arbitration

YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND USPC AND OUR AFFILIATES AND SUPPLIERS, INCLUDING OUR AND THEIR SUCCESSORS AND ASSIGNS, ARISING FROM OR RELATING IN ANY WAY TO THE HRO APP, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section. (The AAA Rules are available at adr.org or by calling the AAA at +1-800-778-7879.) The United States Federal Arbitration Act will govern the interpretation and enforcement of this Section. If the dispute has a claimed value of not more than US $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than 15 years’ experience as a practicing member of the bar in the substantive practice area related to the dispute. If the dispute has a claimed value of more than $250,000, or if USPC elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel. Each party will select one member and the third member (who will be chair of the panel) will be selected by the two party appointed members or by the AAA. The arbitrator or panel will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator or panel will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator or panel will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

You agree to an arbitration on an individual basis. In any dispute, YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER PERSONS OR ENTITIES IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s or entity’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

The foregoing provisions of this Section will not apply to any legal action taken by USPC to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to its intellectual property rights, its products, or its services. You agree that such claims may be brought in the state or federal courts located in New York County, in New York State and you waive any objection to jurisdiction and venue in such courts.

ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE HRO APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES; OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.

Miscellaneous

These Terms of Use, together with any applicable HRO NFT License Terms, our Privacy Policy, and all other applicable terms, rules, and policies, constitute the entire agreement between you and USPC concerning the use of the HRO App (including the Marketplace) and Content (including Virtual Goods). If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, all of which shall remain in full force and effect. No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any provision of these Terms of Use that by its nature survives the termination of these Terms of Use shall survive such termination.

Your Comments and Concerns

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

All other feedback, comments, requests for technical support, and other communications relating to the HRO App should be directed to:

[email protected]

Or

The United States Playing Card Company
Attn: Hro Feedback
300 Gap Way
Erlanger, Kentucky, 41018

Appendix 1 to the Terms of Use
Supplementary Terms for UK Users

 If you are a user located in the United Kingdom (“UK User(s)”), the Terms of Use shall apply to you with the exception of the following deviations and supplementary terms.  If there is any inconsistency or conflict between the Terms of Use and these supplemental provisions, these supplemental provisions shall prevail.

  1. Contracting party

 

These Terms of Use are entered into by and between you and The United States Playing Card Company, a company registered in Delaware in the United States whose principal place of business is 300 Gap Way, Erlanger, KY 41018, United States.

  1. Changes to the Terms of Use

In deviation from the “Changes to the Terms of Use” and “Additional Terms” clauses:

If you are a UK User, we may revise and update these Terms of Use from time to time, for example to address: (i) changes in the law; (ii) changes to the nature, features and/or functionality of the HRO App or to reflect new technologies; (iii) security issues; and/or (iv) changes in circumstances beyond our reasonable control. If we make significant changes that impact you, we will provide you with at least thirty (30) days’ advance notice of the changes unless the changes are for security, safety, legal or regulatory reasons (in which case we may need to change the Terms of Use on shorter or no notice).  If you do not agree with any modification to these Terms of Use, your sole and exclusive remedy will be to discontinue use of the HRO App.

  1. Consent to Electronic Communications

The following paragraph of the “Consent to Electronic Communications” clause does not apply to UK Users:

“By signing up for the HRO App, you consent to receiving electronic communications from us that are related to your use of the HRO App. These electronic communications may include emails, in-app notifications, and notifications posted to your account on the HRO App.”

We will only send electronic communications to you in accordance with applicable laws and your personal data will be used in accordance with our Privacy Policy available here: https://app.hro.gg/privacy-policy.

  1. Virtual Goods

 

There is no refund or return for the purchase of any Virtual Goods, unless expressly authorized by USPC or our Suppliers or by an applicable App Store Provider.  In deviation from the “Virtual Goods” clause, if you are a UK User, you acknowledge and agree that by purchasing a Virtual Good on the HRO App you are requesting that the Virtual Good is provided to you immediately, that you will receive the benefit of the Virtual Good immediately, and that in doing so you will waive your right under consumer protection legislation to cancel or withdraw from the contract for the Virtual Good.

  1. Copyright Infringement Policy

In deviation from the “Copyright Infringement” clause, if you are a UK User and you believe that any materials accessible on the HRO App infringes your copyright or other intellectual property rights, you can report content to us by emailing [email protected], including the subject line “Infringement Notice”.

Please include the following information in your “Infringement Notice”: (i) a description of the right(s) that you claim has been infringed; (ii) a description of the material that you claim is infringing your right(s) and that is to be removed or access to which is to be disabled; (iii) information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the HRO App where such material may be found, or a screenshot of the infringing material; and (iv) details of your full name, address, telephone number and email address so that we may contact you about your complaint.

  1. Intellectual Property

In deviation from the “Intellectual Property” clause, we may only revoke and terminate the license granted to you under this clause if you breach any material term of the Terms of Use.

  1. RISK WARNING: CRYPTOASSETS

 

Hro NFT’s are unique digital collectibles. Please be aware that: (i) NFTs (as with any other cryptoasset) are not currently regulated by the Financial Conduct Authority in the UK and so do not benefit from the protection of the Financial Ombudsman Service or the Financial Services Compensation Scheme; (ii) Hro NFTs have no intrinsic value. If you decide to trade the Hro NFT’s, there is no guarantee that (if you look to sell a Hro NFT) you will make a profit on such sale or recoup the sums you have spent on such Hro NFT; and (iii) should you trade, tax may be applicable and payable on any profits that you make on the sale of a Hro NFT (and in particular, Capital Gains Tax).

 

  1. Liability

The first two paragraphs of the “No warranties; Limitation of Liability” clause pursuant to which HRO limits its liability under the Terms of Use shall not apply to UK Users and instead the following terms shall apply:

Nothing in these Terms of Use excludes or limits our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any matter in respect of which it would be unlawful for us to exclude or restrict our liability. Subject to this, if we fail to comply with these Terms of Use, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Use or our negligence, but we are not responsible for any loss or damage that is not foreseeable.  Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that you accessed the HRO App. Notwithstanding this, and except as set out above, our total liability to you for any loss or damage arising out of or in connection with these Terms of Use, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.

Nothing in these Terms of Use affects your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards Office.

You agree not to use the HRO App, or any content on the HRO App, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.”

  1. Governing Law and International Use

Notwithstanding the “Governing Law and International Use” clause, if you are a UK User, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms of Use, including the “Governing Law and International Use”, affects your rights as a UK User consumer to rely on such mandatory provisions of local law.

The following paragraph of the “Governing Law and International Use” clause does not apply to UK Users:

We make no claims that the HRO App or any of its Content is accessible or appropriate outside of the United States. Access to the HRO App may not be legal by certain persons or in certain countries. If you access the HRO App from outside the United States, you do so on your own initiative and risk and you are responsible for complying with any and all applicable local laws and regulations”.

  1. Dispute Resolution and Arbitration

Notwithstanding the “Dispute Resolution and Binding Arbitration” clause, nothing in these Terms of Use affects your rights as a UK User consumer to: (i) bring proceedings against us in the courts of the place where you habitually reside, and/or (ii) have proceedings brought against yourself in the courts of the place in which you habitually reside.  The clauses relating to binding arbitration do not apply to UK Users.

In deviation from the “Dispute Resolution and Binding Arbitration” clause, we shall be liable to any UK User for any lack of conformity which exists at the time when the goods were delivered and which becomes apparent within two years of that time.

  1. Miscellaneous

The following paragraph of the “Miscellaneous” clause does not apply to UK Users:

“These Terms of Use, together with any applicable HRO NFT License Terms, our Privacy Policy, and all other applicable terms, rules, and policies, constitute the entire agreement between you and USPC concerning the use of the HRO App (including the Marketplace) and Content (including Virtual Goods).”