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Germany: Hro Marketplace and Hro App Terms of Use
Version September 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.
1. 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”), a company registered in Delaware in the United States whose principal place of business is 300 Gap Way, Erlanger, KY 41018, United States. You can contact us on the HRO platform: https://shop.hro.gg/pages/contactor through e-mail ([email protected]). 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.
When signing-up to use the HRO App and accessing the Marketplace, these Terms of Use are incorporated by reference and you accept and agree to be bound and abide by these Terms of Use . We process your personal data in accordance with 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 only to users who are 18 years old or older. By using the HRO App and accessing the Marketplace, you warrant that you are (i) at least 18 years old; (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 U.S. Government (including without limitation, the U.S. Dept. of Treasury’s Specially Designated National List or Foreign Sanctions Evaders List or the U.S. Dept. of Commerce’s Entity List), 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 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 you are listed on any government list of prohibited or restricted parties, we will terminate your HRO Account in accordance with the warning notice and cure provisions set out in the Section (Account Registration).
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 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).
2. Changes to the Terms of Use
We may reasonably revise and update these Terms of Use from time to time, in particular 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 changes to these Terms of Use, we will provide you with at least thirty (30) days’ advance notice of the changes.You have a right to object to the change within a timeframe of at least thirty (30) days that we set out in the change notice. If you object, the change will not become effective. If you do not object, the change will be deemed to have taken place. We will inform you about your objection right, as well the aforementioned consequence of a lack of objection, in the change notice.
3. 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
    ”), Kolex, Inc. (“
    Kolex
    ”), 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.
4. 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
    . 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
    . 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
    . Your Circle Account and any other interaction or communication with Circle shall be subject to Circle’s privacy policy found at
    .
5. Account Registration
By creating and registering an account on the HRO App (“HRO Account”), you 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 factual indications 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 have to 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 your activities on your HRO Account, as well as 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. Before exercising any of our termination or suspension rights described herein, we will give you a warning notice specifying the alleged breach and granting you fourteen (14) days or a period of time appropriate to the circumstances from receipt of such notice within which you can cure such breach. We are entitled to exercise our rights without a warning notice if the breach cannot, by its nature, be reasonably cured or if we cannot be reasonably expected to wait out a remedy period in the given circumstances. Both parties’ statutory rights to terminate for cause shall remain unaffected.
6. Electronic Communications
We may send electronic communications to you in accordance with applicable laws and your personal data will be processed in accordance with our Privacy Policy available here: https://app.hro.gg/privacy-policy. .
7. 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 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.
8. 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.
9. 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. technical data acquired from the HRO App or Marketplace, or any products utilizing such data, in violation of the U.S. export laws or regulations.
10. Reservation of Rights
We may modify or discontinue any or all of the HRO App, Marketplace, or any Content (including Virtual Goods) for any valid reason, e. g. security reasons or to technically improve or add additional functionalities to the HRO App, Marketplace or any Content. In such circumstances, any affected User will be informed of the changes.
If you register an HRO Account, we reserve the right to suspend or terminate your HRO Account, if you are in culpable violation of your obligations under these Terms of Use, or we determined –based on factual indications –that your use of the HRO App or Marketplace exposes USPC, any of our affiliates or our Suppliers to liability or adversely affects our brand or reputation or the brand or reputation of our affiliates or Suppliers. Before exercising our rights of termination or suspension under this Section, we will give you a warning notice specifying the alleged breach and granting you fourteen (14) days or a period of time appropriate to the circumstances from receipt of such notice within which you can cure such breach. We are entitled to exercise our rights without a warning notice if the breach cannot, by its nature, be reasonably cured or if we cannot be reasonably expected to wait out a remedy period under the given circumstances. Both parties’ statutory rights to terminate for cause shall remain unaffected.
11. 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 warranties that any Virtual Goods offered on the HRO App or Marketplace can be redeemed or exchanged for any type of “real world” money (for example, United States dollars or other government-issued currency).
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, 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. Your statutory warranty rights in relation to Virtual Goods shall remain unaffected.
12. 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.
13. 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, provided that – before exercising this right - we will give you a warning notice specifying the alleged breach and granting you fourteen (14) days or a period of time appropriate to the circumstances from receipt of such notice within which you can cure such breach. We are entitled to exercise our rights without a warning notice if the breach cannot, by its nature, be reasonably cured or if we cannot be reasonably expected to wait out a remedy period under the given circumstances. Both parties’ statutory rights to terminate for cause shall remain unaffected.
14. Use of In-App Chat Functions and Social Media Features
USPC and our Suppliers reserve the rights (i) to monitor and moderate user communications and remove any communications that are offensive, inappropriate, or otherwise violative of these Terms of Use and (ii) to record, log, and retain copies of user communications – to the extent permissible under applicable laws – for product improvement, data research, and archival purposes.
Any record, log, and copies of user communications we create is subject to applicable laws.
Please exercise utmost discretion and caution what information you provide in text or audio communications with other users. Some 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.
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.
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.
15. 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.
  • 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 responsible for backing up your User Material.
  • We and our Suppliers reserve the right to remove, block, or disable access to your User Material, if your User Material violates these Terms of Use or any applicable law, exposes USPC or any of our Suppliers to liability of any kind, or adversely affects 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.
16. 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 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.
17. 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, unless where we have a statutory obligation to remove law-infringing third party content.
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. 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.
18. 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, 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 lawsin 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, 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. We may only revoke and terminate the license granted to you under this Section if you breach any material term of the Terms of Use and provided that we will give you a warning notice specifying the alleged breach and granting you fourteen (14) days or a period of time appropriate to the circumstances from receipt of such notice within which you can cure such breach. We are entitled to exercise our rights without a warning notice if the breach cannot, by its nature, be reasonably cured or if we cannot be reasonably expected to wait out a remedy period under the given circumstance. Both parties’ statutory rights to terminate for cause shall remain unaffected.
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, 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.
19. 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.
19.1. 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 – in accordance with applicable privacy laws – make inquiries and take any other actions we or they deem reasonably necessary to verify your identity and the information you provide. Subject to applicable privacy laws, such inquiries can result in your KYC information being disclosed to credit reference, fraud prevention, or financial crime prevention agencies or services. You 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. If your identity cannot be verified, or if 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 with or without notice to you in accordance with the warning and cure provisions in the Section (User Interactions).
Subject to adherence to applicable privacy laws, Circle, Kolex, and us acting on Circle’s behalf may access documents and records related to your account and your activities, including KYC information, as is necessary for Circle to satisfy onboarding requirements or otherwise to perform Circle’s services.
You hereby appoint us and Kolex as your agents to send and receive information and instructions to and from Circle.You authorize us and Kolex 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.
19.2. 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 Kolex, and Kolex will be the seller of record. Your Marketplace Order is confirmed only when we or Kolex provides you with written confirmation that the Order has been accepted and the transaction completed.
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.
19.3. 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.
HRO NFTs obtained and used on the Marketplace will be held in wallets hosted by Kolex. Kolex 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 accepted Wallet on the Ethereum blockchain By using a Wallet to transfer an HRO NFT off the Marketplace, you 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. The operation and security of your Wallet is entirely the responsibility of the applicable third-party Wallet operator (e.g., MetaMask).
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.
19.4. 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. Unless otherwise agreed by us in writing, payment must be received by our Suppliers before acceptance of an Order.
19.5. Limitations of Liability
We 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.
We and our Suppliers reserve the right – in accordance with applicable privacy laws – 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.
20. 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 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 mayreserve 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”). Prior to the purchase of a Pack, we and our Suppliers reserve the right to modify the types, prices, and numbers of Packs available. 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.
21. 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.
22. Assumption of Risks
22.1. 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.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.
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.
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.
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.
22.2. 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.
For the avoidance of doubt: Our liability to you shall be limited in accordance with the Limitation of Liability Section below.
22.3. RISK WARNING: CRYPTOASSETS
NFT’s are unique digital collectibles. Please be aware that 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. 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).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;
  • 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.
23. Limitation of Liability
23.1. 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; (iii)liability under the German Product Liability Act; (iv) liability for assuming a specific guarantee; or (v) liability for damages caused by wilful misconduct or gross negligence.
23.2. Subject to the aforementioned indispensable liability, our statutory liability for damages shall be limited as follows: (i) we shall be liable only up to the amount of €500 representing aggregate damages typically foreseeable at the time of entering into the contract in respect of damages caused by a slightly negligent breach of a material contractual obligation (i.e. a contractual duty the fulfilment of which is essential for the proper execution of the contract, the breach of which endangers the purpose of the contract and on the fulfilment of which you regularly rely on); (ii) we shall not be liable for damages caused by: (a) a slightly negligent breach of a non-material contractual obligation; or (b) any unforeseeable, unavoidable and uncaused events beyond our reasonable control, including any unauthorised access or use of the HRO App, Marketplace or NFT by a third party, 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 or network, or against a Wallet.
24. 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, shall be governed by and construed in accordance with German law 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 shall not apply to these Terms of Use.
Nothing in these Terms of Use affects your rights as a consumer to: (i) bring proceedings against us in the courts of the place where you habitually reside or legally competent courts, and/or (ii) have proceedings brought against yourself in the courts of the place in which you habitually reside or the legally competent courts. For the avoidance of doubt, provisions relating to binding arbitration do not apply.
25. Miscellaneous
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..
26. 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 or Marketplace should be directed to:
Or
The United States Playing Card Company
Attn: Hro Support
300 Gap Way
Erlanger, Kentucky 41018