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Canada: HRO Marketplace and HRO App Terms of Use

Canada Version January 2023

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE YOU DOWNLOAD OR USE THE HRO APP (IN EITHER ITS DESKTOP OR MOBILE VERSION) AND/OR ACCESS THE HRO MARKETPLACE AS 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, TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU 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.

Acceptance of the HRO Marketplace and HRO 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 App (“HRO App”) and the marketplace and transaction ecosystem within the HRO App (“Marketplace”), including any content, functionality, and services offered on or through the HRO App, whether such access and use is made through the web application (https://app.hro.gg/) or by downloading the mobile application.

By using the HRO App and accessing the Marketplace, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy (available at https://hro.gg/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 or Marketplace.

The HRO App and Marketplace are offered and available to users who are 18 years of age or the age of majority in their jurisdiction of residence, whichever is older. By using the HRO App and accessing the Marketplace, you represent and warrant that you are (i) at least 18 years of age (or the age of majority in your jurisdiction of residence); (ii) otherwise legally competent to enter into this Agreement; (iii) not subject to sanctions or designated on any list of prohibited or restricted parties, including but not limited to lists maintained by the United Nations Security Council, the Canadian or U.S. governments ), the European Union or its Member States, or other applicable government authority; and (iv) are not located in any country or jurisdiction (a) to which the United States or Canada has embargoed goods or has otherwise applied any sanctions or (b) in which the ownership of nonfungible tokens is prohibited.  If we identify your IP address or address of residence as originating from any such prohibited or restricted country or if we have reason to believe that you are listed on any government list of prohibited or restricted parties, you will be prohibited from using the HRO App or accessing the Marketplace.

If you are less than 18 years old (or the age of majority in your jurisdiction of residence) or are otherwise not legally competent to enter into this Agreement, you must not access or use the HRO App or Marketplace, 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 HRO Account (defined below). 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 or Marketplace.

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 or access the Marketplace 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 and Marketplace.

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 (defined below) on or through the HRO App or Marketplace, including 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 or Marketplace. For the avoidance of doubt, all NFT Media and Virtual Goods (defined below) are and shall be deemed to be part of the Content. However, Content does not include User Material (defined below).
  • NFT” means any non-fungible, unique, one-of-a-kind cryptographic asset that cannot be copied, substituted, or subdivided; is created, stored, and transferred on a blockchain network, with ownership and transaction history recorded and verified on that network’s blockchain (i.e., digital ledger); and that provides the right to view and display a specific online digital media file.
  • HRO NFT” means an NFT released by USPC or its Suppliers. For clarity, all HRO NFTs are Virtual Goods (defined below).
  • “NFT Media” means any digital media file associated with and/or connected to an HRO NFT. By way of example only, NFT Media may include artwork, designs (including 2-D and 3-D), graphics, music, photographs, sound-recordings, or videos.
  • 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 or Marketplace; and (iv) third parties that provide payment services in connection with the operation of the HRO App or Marketplace. For clarity, our Suppliers include Warner Bros. Consumer Products Inc. (“Warner Bros”), Epics Digital Collectibles, Inc. (“Epics Digital”), and Circle Internet Financial, LLC (“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 or Marketplace, 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 or Marketplace 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 authorized user of the Wallet to send, receive, and store cryptocurrencies and other blockchain-based assets such as NFTs.

Additional Terms

To the extent USPC and/or our Suppliers adopt and publish additional terms, rules, or policies for the HRO App, Marketplace, any services offered through the HRO App (“Services”), or any Content (including NFT Media and 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, Marketplace, Services, or Content, in addition to these Terms of Use.

  • HRO NFTs: Each HRO NFT is subject to separate 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 and/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 and/or our Suppliers may conduct sweepstakes, contests, giveaways, and other promotions (collectively, “Promotions”) on or through the HRO App.  Participation in such Promotions will be subject to dedicated official rules (as prescribed by USPC and/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 (each a “Circle 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 at Circle’s sole discretion. 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 at Circle’s sole discretion. Your Circle Account and any other interaction or communication with Circle shall be subject to Circle’s privacy policy found at https://www.circle.com/en/legal/privacy-policy, which is subject to change at Circle’s sole discretion.

Account Registration

By creating and registering an account on the HRO App (“HRO Account”), you represent and warrant that all HRO 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 HRO 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 HRO Account and the information associated with it accurate and current. As the HRO Account holder, you are responsible for safeguarding your HRO Account login credentials (including any username, password, and/or multi-factor authentication), and you should notify us immediately in the event your HRO Account credentials are lost, stolen, or used by another without your permission. You are responsible for all activities on your HRO Account, including those of any other user you allow to access your HRO Account. You shall not (i) sell, transfer or assign your HRO Account to another person; or (ii) use your HRO Account or any HRO Account username or credentials to impersonate another person or disseminate offensive content. Any misconduct by you or any other user to whom you provide access to your HRO Account may result in immediate suspension or termination of your HRO Account in our sole discretion.

Consent to Electronic Communications

By creating and registering an HRO Account, you will be asked to consent to receiving electronic communications from us that are related to your use of the HRO App or Marketplace. These electronic communications may include emails, in-app notifications, and notifications posted to your HRO Account. 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.

You acknowledge that we may from time to time issue updated or upgraded versions of the HRO App, and may (subject to your device settings) automatically electronically update or upgrade the version of the HRO App that you are then currently using on your mobile device. You consent to receive updates or upgrades to the HRO App automatically without providing further consent each time. The HRO App (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the HRO App description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the HRO App works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time by uninstalling the HRO App or by contacting us at [email protected].

Third-Party App Store Providers

You and USPC acknowledge and agree that while third-party app store providers, including Apple, Inc. and Google LLC together with their affiliates (each, an “App Store Provider”) are not parties to these Terms of Use and have no obligations under these Terms of Use, USPC is a trustee of each of the App Store Providers for the limited purpose of holding in trust for each of the App Store Providers the covenants, representations and warranties expressed to be in favour of the App Store Providers. Accordingly, you and USPC agree that each of the App Store Providers may enforce, plead and rely upon any such covenants, representations and warranties in their own right (and will not be required to add USPC as a party to any proceedings for such enforcement).

When accessing the HRO App or Marketplace 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.  The applicable App Store Provider is not a party to these Terms of Use, nor is the applicable App Store Provider responsible for the functionality of the HRO App, Marketplace, and Content (including NFT Media and 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 are responsible for complying with all applicable export, sanctions and trade regulations and laws both foreign and domestic. You agree not to export, re-export, or transfer, directly or indirectly, the HRO App or Marketplace, or any U.S. or Canadian technical data acquired from the HRO App or Marketplace, or any products utilizing such data, in violation of the U.S. or Canadian export laws or regulations.

Reservation of Rights

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

USPC and its Suppliers reserve the right to (i) “burn” (i.e., to obtain and to destroy or otherwise neutralize) any HRO NFT or (ii) disassociate the NFT Media from any HRO NFT created, minted, or acquired using the HRO App or Marketplace that violates these Terms of Use, violates any applicable law or regulation, or that USPC, in its sole discretion, determines to be harmful in any way to USPC, you, or any third party.

Virtual Goods

Except as expressly provided otherwise in the applicable HRO NFT License Terms, all Virtual Goods and NFT Media (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 NFT Media or Virtual Goods, regardless of how you obtain access to the NFT Media or Virtual Goods.

The HRO App and Marketplace are provided as a service focused on the presentation, trading, and transfer of digital collectibles. USPC and our Suppliers make no representations or warranties that any Virtual Goods offered on the HRO App or Marketplace have any monetary value or that they can be redeemed or exchanged for any type of “real world” money (for example, Canadian 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, Marketplace or Content (including Virtual Goods) (whether solicited or unsolicited) (collectively, “Feedback”) to USPC or its Suppliers, you understand and agree that: (i) USPC and our affiliates and Suppliers, including all successors and assigns, will be free to copy and use your Feedback for any and all commercial and noncommercial purposes (including 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 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, our affiliates and our Suppliers, including all successors and assigns. You hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

User Interactions

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

  • Treat others with courtesy and respect.
  • 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 HRO Account in our sole 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 or Marketplace to communicate with other HRO App and Marketplace 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 compliance, product improvement, data research, and archival purposes subject to the terms of our Privacy Policy.

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 HRO App or Marketplace users. Personal information revealed by you 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, our affiliates, 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, our affiliates, and 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 or Marketplace.
  • 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 with which they are displayed. 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 thereof to be displayed, or appear to be displayed, by 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, Marketplace, or its Content that is inconsistent with any other provision of these Terms of Use or applicable law.

You agree to cooperate with us in effectuating the immediate cessation of any unauthorized framing, deep linking, or in-line linking of the HRO App. We reserve the right to withdraw linking permission and may disable all or any social media features and any links at any time without notice in our sole discretion.

User Material

Certain features of the HRO App or Marketplace 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 the rights of any third party.
  • 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 or Marketplace and you waive any moral rights or other rights of authorship as a condition of uploading, posting, displaying, transmitting or distributing the User Material.
  • You grant to USPC and our Suppliers an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use your User Material for advertising and promotional purposes relating to the HRO App and Marketplace.
  • We, our affiliates 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, our affiliates 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 or Marketplace.
  • 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, block, or disable access to your User Material, if it is determined by us or our Suppliers, in our sole discretion, 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 or Marketplace infringe your copyright, you may request removal of those materials by submitting written notification to our copyright agent designated below. 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 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.

Our designated agent to receive notices is:

Legal Department
The United States Playing Card Company
300 Gap Way
Erlanger, KY 41018
[email protected]

Please be aware that if you knowingly misrepresent that material or activity on the HRO App is infringing your copyright, you may be held liable for damages (including costs and legal fees).

Third-Party Content and Links from the HRO App

The HRO App and Marketplace 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, its affiliates, or Suppliers.  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 and Marketplace may contain links to third-party websites and applications or you may be directed to a Supplier’s website for completion of a transaction (collectively, “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 our, our affiliates, or our Suppliers’ control, 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 NFT Media and Virtual Goods), as well as all copyrights, trademark rights, industrial designs, trade dress rights, patent rights, and other intellectual property and proprietary rights therein and thereto, are the property of USPC and/or our affiliates or Suppliers, and are protected by intellectual property and other laws in Canada 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, Marketplace and Content (including NFT Media and 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, Marketplace or Content (including NFT Media and 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 NFT Media or Virtual Goods) from the HRO App or Marketplace, you acknowledge and agree that you are only authorized to retain and use such Content for your own lawful personal and noncommercial use only. Unless expressly 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 any NFT Media or Virtual Goods) or any duplicate or derivative work thereof, to others.

Without limiting the foregoing, and unless expressly permitted by USPC or our affiliates or Suppliers in the applicable NFT License Terms, you and any third-party transferee of the HRO NFT (“NFT Holder”) shall have the right to view and display the NFT Media for lawful personal and noncommercial use only.  Unless expressly permitted by USPC or our affiliates in the applicable NFT License Terms, you and any NFT Holder do not have the right to (i) modify the NFT Media in any way; (ii) use the NFT Media to advertise, market, or sell any third party product or service; (iii) use the NFT Media in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the NFT Media in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms of Use or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the NFT Media; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT Media; (vii) create derivative works based on the NFT Media, or (viii) otherwise utilize the NFT Media for your or any third party’s commercial benefit.

  • 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, industrial designs, 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 applicable 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.

Marketplace

The following terms apply to all HRO NFTs acquired through the HRO App or Marketplace, whether via a sale, auction, secondary transfer, or promotion.

The HRO App includes a proprietary software application that will allow access to the Marketplace where you can purchase, custody, trade and transfer an HRO NFT.  USPC does not create, sell, custody, trade, or transfer HRO NFTs for you, to you, or on your behalf, and you represent and warrant that you are solely responsible under any applicable law or regulation related to any such act of purchasing, custody, trading, transferring, or otherwise taking any action related to any HRO NFTs generated, offered, sold or obtained through the HRO App or the Marketplace.

Circle Account

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 value thresholds, or for other reasons as determined in  our Suppliers’ or our sole discretion. 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 pursuant to a request made by us or our Suppliers, you must provide additional information to allow us or our Suppliers to perform a know-your-customer (“KYC”) check. You authorize us, directly or through third parties, to 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 and warrant that all KYC information provided under such circumstances shall be true and accurate, and you agree to immediately update such information through your account or by written 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 immediately terminate or suspend access to your HRO Account, or suspend our performance in whole or in part immediately and without notice to you.

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

You hereby appoint us and Epics Digital as your agents to send and receive information and instructions to and from Circle. You authorize us and 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 Suppliers reasonably require within five (5) days of when such amounts first become due.

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.

IF WE OR OUR SUPPLIERS INCUR ANY LOSSES AS A RESULT OF YOUR ACTS OR OMISSIONS, YOU HEREBY EXPRESSLY INSTRUCT US OR EPICS DIGITAL, WITHOUT HAVING TO PROVIDE YOU WITH PRIOR NOTICE OR OBTAIN ADDITIONAL CONSENT, TO REQUEST CIRCLE TO DEBIT THE AMOUNT OF ANY SUCH LOSS FROM THE ASSETS AND BALANCES CONTAINED IN YOUR CIRCLE ACCOUNT.

Circle may freeze or debit your Circle account where required to do so by applicable law, to prevent fraud, to protect security, or where Circle reasonably believes that freezing your Circle account is necessary.  You represent that you are not purchasing NFTs for investment purposes, for use as a currency or substitute for currency, 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.

Purchasing NFTs on the Marketplace

HRO NFTs may be purchased on the Marketplace either individually or as part of a bundle (i) in a direct initial sale (“Direct Initial Sale”), (ii) via an auction (“Auction Sale”), or (iii) through a secondary market transaction with another Marketplace user (“Secondary Transfer”). By placing an order in the Marketplace, whether for a Direct Initial Sale at a fixed price or via an Auction Sale as a proposed bid (“Order”), you are submitting a binding offer to purchase an HRO NFT at that price (collectively, “Transaction Price”). Direct Initial Sales and Auction Sales (as distinguished from Secondary Transfers) are made with Epics Digital, and Epics Digital will be the seller of record. Your Marketplace Order is confirmed only when we or Epics Digital provides you with written confirmation that the Order has been accepted and the transaction completed.  All sales are final, and no refunds shall be permitted except if required by statutory warranties that cannot be disclaimed, excluded, or otherwise limited by law.

Every transaction on the Marketplace is subject to a transaction fee (“Transaction Fee”) equal to a percentage of the total Transaction Price. By purchasing an HRO NFT, you agree to pay the Transaction Price, including any applicable Transaction Fees, in the same amount and type of fiat or cryptocurrency as is listed at the point of sale for that HRO NFT, and your obligation to pay becomes final and binding the moment you place an Order. You may not substitute any other currency, whether cryptocurrency or fiat, for the type of fiat or cryptocurrency you have agreed to pay at the time your Order is placed. No fluctuation in the value of any currency, whether cryptocurrency or fiat, will impact or excuse your obligation to pay in connection with an HRO NFT Order.

Transactions in the Marketplace are aggregated in batches and stored in one or more escrow wallets maintained by one or more of our Suppliers or their 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 one of more of our Suppliers or their Third-Party Services providers, and such transactions are not reflected on the Ethereum blockchain.

Transferring NFTs

Any HRO NFT that you obtain via the HRO App or Marketplace, whether by Initial Direct Sale, Auction Sale, or Secondary Transfer, is freely transferable to any third party at your sole discretion and, unless otherwise provided for in the applicable NFT License Terms, you shall have all rights necessary to effectuate such transfers both within and outside of the Marketplace.  Any such transfer to a third party shall be at your own risk and expense, and USPC, its affiliates, and Suppliers shall have no liability to you for such transfers.

HRO NFTs obtained and used on the Marketplace will be held in wallets hosted by Epics Digital. Epics Digital shall have sole responsibility for any issues related to the custody and transfer of HRO NFTs on the Marketplace. USPC has no control over the wallets used on the Marketplace and shall in no event be liable to you or any third party for any claims or damages that may arise as a result of the custody or transfer of any HRO NFT that occurs on the Marketplace.

You will also have the ability to export your HRO NFT from the Marketplace to an acceptable Wallet on the Ethereum blockchain. Acceptable Wallets are subject to change at any time in USPC’s sole discretion. By using a Wallet to transfer an HRO NFT off the Marketplace, you represent and warrant that (i) you are the lawful holder or an authorized user of such Wallet; (ii) 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; and (iii) any such transfer shall be at your own risk and expense. Transactions that take place outside of the Marketplace are managed and confirmed via the Ethereum blockchain and are not managed by USPC nor our Suppliers. Neither USPC nor its Suppliers 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 or the Marketplace, and neither USPC nor its Suppliers is responsible for the operation of any such third-party application, 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, ITS AFFILIATES AND SUPPLIERS SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY DEFECT, ERROR, MALFUNCTION, FAILURE, OR BREACH OF SECURITY OF YOUR WALLET, NOR FOR ANY CLAIMS, DIRECT OR INDIRECT DAMAGES, OR LOSSES (INCLUDING ANY LOSS OR THEFT OF NFT, CRYPTOCURRENCY, OR OTHER DIGITAL ASSETS) THAT MAY ARISE OR THAT YOU MAY INCUR AS A RESULT OF ANY SUCH TRANSFER IN WHICH YOU ENGAGE OUTSIDE OF THE MARKETPLACE.

HRO NFTs transferred outside of the Marketplace may be subject to additional fees, including blockchain transaction fees (“Gas Fees”), and such additional fees or Gas Fees may be substantially higher than the Transaction Fees charged within the Marketplace. Any additional fees or Gas Fees shall be your sole responsibility and are outside the control of USPC and its Suppliers.

Taxes

You are solely responsible to pay any and all sales, use, value-added, and other taxes, duties, and assessments (except taxes on our or our Suppliers’ net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the HRO App and the Marketplace, including transactions involving HRO NFTs 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 and Marketplace or related to HRO NFTs and Virtual Goods.

Listed and auction bid prices for items sold through the Marketplace do not include Taxes. Without limiting your obligations with respect to Taxes, our Suppliers 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 our Suppliers before acceptance of an Order.

Limitations of Liability

We have no control over, accept no responsibility or liability, and will not act as an intermediary for any transfer or exchange of physical goods, including any physical trading card associated with an HRO NFT, that occurs between you and any third party pursuant to a Secondary Transfer on the Marketplace.

To the extent permitted by applicable law, 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 processor(s), whether because there are not sufficient funds available on your credit card, issues related to identity or localization or otherwise. We and our Suppliers 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 Suppliers 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 and 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 HRO NFT made available on the HRO App or Marketplace through an Initial Direct Sale or Auction Sale, USPC and its Suppliers determine, in their sole discretion, the form, quantity, price, composition, and characteristics of such HRO NFT.

HRO NFTs may be offered as a collection, series, set, or group (each, a “Set”).  USPC and its Suppliers may, in their sole discretion, reserve any number of HRO NFTs from a given Set. USPC and its Suppliers are under no obligation to make available all HRO NFTs from any given Set.  Without limiting the foregoing, however, prior to and in connection with an Initial Direct Sale or Auction Sale, USPC will disclose whether any portion of a Set of HRO NFTs has been so reserved. We may also offer HRO NFTs as part of a Set for which you will neither be informed of the type of HRO NFT nor be shown the associated NFT Media until after your Order has been placed and the transaction has been completed.

HRO NFTs may also be offered through various packs (each, a “Pack”). We and our Suppliers reserve the right to modify the types, prices, and numbers of Packs available at our sole discretion. Depending on the type of Pack offered, it may contain HRO NFTs of varying levels of scarcity. Before you place an Order for a Pack, we will describe the types, but will not reveal the associated NFT Media, for each HRO NFT that is contained in that Pack.

Additionally, we may offer individual HRO NFTs through Initial Direct Sale or via Auction Sale for which you will be provided information on the exact HRO NFT and its associated NFT Media available prior to placing an Order.  If you buy an individual HRO NFT from another user in the Marketplace through a Secondary Transfer, you will always be informed of the exact HRO NFT and the associated NFT Media prior to placing an Order. We strongly encourage you not to purchase HRO NFTs outside of the HRO App or the Marketplace. ANY PURCHASE, SALE, OR TRANSFER OF AN HRO NFT THAT YOU MAKE, ACCEPT, OR FACILITATE OUTSIDE OF THE HRO APP OR MARKETPLACE WILL BE ENTIRELY AT YOUR RISK. USPC, ITS AFFILIATES AND ITS SUPPLIERS NEITHER CONTROL NOR ENDORSE PURCHASES, SALES, OR TRANSFERS OF HRO NFTS INITIATED OUTSIDE OF THE MARKETPLACE.

Royalties

Any HRO NFT may now or in the future be designed with a “perpetual royalty” feature, using Ethereum Network functionality or other functionality unique to the Marketplace, whereby any time the HRO NFT is transferred by you to a third party, or from a third party to another third party, a defined percentage of the Transaction Price paid by the transferee may be automatically sent to USPC or our Suppliers in the form of a designated cryptocurrency (“Royalty Payment”). Any such Royalty Payment made to USPC or our Suppliers is based on the ownership interest in and to the copyright in the NFT Media.

Assumption of Risks

The prices of collectible blockchain-based assets such as the HRO NFTs can be extremely volatile, unpredictable, and subjective. USPC AND OUR AFFILIATES AND SUPPLIERS MAKE NO REPRESENTIONS OR WARRANTIES THAT ANY HRO NFT (i) HAS ANY MONETARY VALUE OR WILL INCREASE (OR DECREASE) IN VALUE OVER TIME, (ii) WILL MAINTAIN ANY VALUE, OR (iii) 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; such price is set and controlled solely by the then-current owner of that HRO NFT. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT IF YOU CHOOSE TO PURCHASE AN HRO NFT, YOU ASSUME ANY AND ALL RISKS OF LOSS OF MONEY AND LOSS OF VALUE ASSOCIATED WITH THAT HRO 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, TO THE EXTENT PERMITTED BY APPLICABLE LAW, 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 AND 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, Marketplace and the potential value or utility of HRO NFTs.

You understand, acknowledge, and agree 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, and NFTs is uncertain and evolving, and new regulations or policies may materially adversely affect the HRO App, the Marketplace, and the potential value or utility of HRO NFTs.

AN NFT IS NOT A CURRENCY, SUBSTITUTE FOR CURRENCY, 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 or 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, Marketplace or Content (including NFT Media and Virtual Goods) other than for your own lawful personal and noncommercial use only;
  • use the HRO App, Marketplace or Content (including NFT Media and Virtual Goods) for fraudulent, impersonation, harassment, bullying, or other malicious or unlawful purposes;
  • use the HRO App or Marketplace to upload, post, display, transmit or distribute User Material (i) that is unlawful, threatening, hateful, discriminatory, abusive, pornographic, obscene, defamatory, fraudulent, or otherwise objectionable or offensive;  (ii) that contains virus, spyware, malware, or other harmful code or material; or (iii) that you do not have a legal right or valid authorization to disseminate;
  • use the HRO App, Marketplace or Content (including NFT Media and Virtual Goods) to harm or exploit a minor;
  • disrupt or interfere in any way with the operation of the HRO App, Marketplace or any server, network or system associated therewith, or another’s use of the HRO App or Marketplace;
  • modify or otherwise make derivative works from, or decompile, disassemble or otherwise reverse engineer, any software or other technology component of the HRO App, Marketplace or Content (including NFT Media and Virtual Goods);
  • disable, remove, breach, or circumvent any content protection or access control mechanisms (including geo-blocking mechanisms) associated with the HRO App, Marketplace or any Content (including NFT Media and Virtual Goods);
  • access another user’s Account or a password-protected area on the HRO App or Marketplace without proper authorization;
  • use any robot, spider, or other automatic device, process, or means to access the HRO App, Marketplace or Content (including NFT Media and Virtual Goods) for any purpose, including for monitoring or mining of data from the HRO App or Marketplace;
  • use the HRO App, Marketplace or Content (including NFT Media and Virtual Goods) in any way that infringes upon, violates, or misappropriates the intellectual property or other proprietary rights of USPC, any of our affiliates or Suppliers, or any third party;
  • 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, any of our affiliates or Suppliers, or any third party, or that violates any applicable law;
  • sell or attempt to sell a Virtual Good that is purported to be an interest of another Virtual Good;
  • fractionalize an HRO NFT and sell the fractionalized interests of the HRO NFT on the Marketplace;
  • sell or attempt to sell any Virtual Good which could be construed under applicable Canadian securities laws as being a security, by reason of it being an investment contract, derivative or any other asset including under the definition of a “Security” as that term is defined in applicable Canadian securities laws;
  • use the HRO App or Marketplace to carry out (i) any illegal activities, including money laundering, terrorist financing, frauds, scams, deceptive trading, activities designed to disrupt the operation of the HRO App or Marketplace or another’s access and use of the HRO App or Marketplace; or (ii) for the purpose of carrying out any financial activities subject to registration or licensing;
  • engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or other fraudulent, deceptive, or manipulative trading or marketing activities, including:
    • trading an HRO NFT at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such HRO NFT, or unfairly or deceptively influencing the market price of an HRO NFT;
    • for the purpose of creating or inducing a false or misleading appearance of activity in an HRO NFT or creating or inducing a false or misleading appearance with respect to the market for an HRO NFT: (i) executing or causing the execution of any transaction in an HRO NFT which involves no material change in the beneficial ownership thereof; or (ii) entering any Order for the purchase of an HRO NFT with the knowledge that an Order of substantially the same size, and at substantially the same price, for the purchase of such HRO 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 HRO NFT.
  • use the HRO App, Marketplace or Content (including NFT Media and Virtual Goods) for any purpose that violates these Terms of Use or any applicable law.

No Warranties; Limitation of Liability

THE HRO APP, MARKETPLACE AND ALL CONTENT (INCLUDING ALL HRO NFTS AND OTHER VIRTUAL GOODS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS 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 AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE HRO APP, MARKETPLACE, AND ALL CONTENT (INCLUDING NFT MEDIA AND VIRTUAL GOODS), INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AND CONDITIONS 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, MARKETPLACE, AND ALL CONTENT (INCLUDING NFT MEDIA AND 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,  MARKETPLACE, OR IN ANY CONTENT (INCLUDING NFT MEDIA AND VIRTUAL GOODS) WILL BE CORRECTED; OR (iii) THE HRO APP, MARKETPLACE, AND ALL CONTENT (INCLUDING NFT MEDIA AND VIRTUAL GOODS) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL USPC,  OUR AFFILIATES, OR OUR 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, LOST PROFITS, LOSS OF USE, OR LOSS OF DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO THE HRO APP, THE MARKETPLACE, OR ANY CONTENT (INCLUDING NFT MEDIA AND 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, 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, OUR AFFILIATES AND OUR SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT LOSSES, DAMAGES OR CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF (OR YOUR INABILITY TO USE) THE HRO APP OR MARKETPLACE, OR YOUR PURCHASE, RECEIPT, USE, SALE, TRADING, TRANSFER OR OTHER DISPOSITION OF ANY HRO NFT, OR YOUR INABILITY TO PURCHASE, RECEIVE, USE, SELL, TRADE, TRANSFER OR OTHERWISE DISPOSE OF ANY HRO 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 ANY DELAYED REPORT OR FAILURE TO REPORT ANY SUCH ISSUES BY THIRD-PARTY 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 HRO APP OR 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, defend, indemnify and hold harmless (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, losses, investigations, judgements, fines, penalties, settlements, interest, costs and expenses (including, without limitation, legal fees and expenses related to bodily injury and emotional distress) arising out of or related to: (i) your use or misuse of the HRO App, Marketplace, HRO NFTs or any Content (including any NFT Media or Virtual Goods); (ii) your violation of these Terms of Use, any applicable 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, Marketplace 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 laws of the province in which the user ordinarily resides and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule. 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, Marketplace or any of its Content is accessible or appropriate outside of Canada. Access to the HRO App and Marketplace may not be legal by certain persons or in certain countries. If you access the HRO App and Marketplace from outside Canada, 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

TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, 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, MARKETPLACE AND CONTENT (INCLUDING ANY NFT MEDIA OR VIRTUAL GOODS) WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the ADR Institute of Canada (“ADRIC”) in accordance with the Arbitration Rules (the “ADRIC Rules”) then in effect, except as modified by this Section. The seat of the arbitration will be the capital city of the province in which the user ordinarily resides. USPC may, in its discretion, require the arbitration to occur remotely through video conferencing.  The language of the arbitration will be English.  If the dispute has a claimed value of not more than CAD $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 CAD $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 appointed by ADRIC in accordance with the ADRIC Rules. 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 or decision of the arbitrator or two thirds of the panel (i) will be final and binding on each of the parties and there shall be no right to appeal such decisions, whether on a question of law, a question of fact, or a mixed question of fact and law, and (ii) may be entered as a judgment in any court of competent jurisdiction. The governing law of the arbitration shall be the law of the province in which the user resides and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule. The parties shall equally share the fees of the arbitrators and the facility fees. The parties shall each bear their own legal costs and expenses of the arbitration. The parties will keep confidential and not disclose to any person the existence of the arbitration and any element of the arbitration (including, without limitation, submissions and any evidence or documents presented or exchanged and any awards thereunder), except to the arbitrator, the parties’ shareholders, auditors and insurers, legal counsel to the parties, the ADRIC and any other person necessary to the conduct of the arbitration and except to the extent required by applicable law.

To the maximum extent permissible by applicable law, 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 OR CLASS MEMBER. 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, MARKETPLACE OR ANY CONTENT MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CLAIM ACCRUES; OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.

Miscellaneous

These Terms of Use, together with any applicable 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 Marketplace, and Content (including NFT Media and 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 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 or Marketplace should be directed to:

[email protected]

Or

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