TERMS AND CONDITIONS

I.              Introduction

EbisusBay, LLC (“EbisusBay” or “We”) provides its website, https://app.ebisusbay.com/ (the “Website”), for consumers to use subject to the following Terms and Conditions (“Terms”). These Terms apply to any and all websites, apps, and online services associated with EbisusBay and its affiliates, subsidiaries, and brands. By using the Website, you agree to be bound by all the terms and conditions contained in these Terms and any and all rules, guidelines and directions found throughout Website.

By accessing or using the Website in any way, you are agreeing to these Terms and the EbisusBay Privacy Policy. EbisusBay reserves the right to change these Terms or its Privacy Policy. Your continued use of the Website shall be deemed an acceptance of those changes.

These Terms contain very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply. Please read these Terms carefully.

EbisusBay is a peer-to-peer Web3 service provider which allows users to discover, buy, and sell Non-fungible tokens (“NFTs”) on the Cronos blockchain. EbisusBay does not have custody or control over the NFTs or blockchains you are interacting with and We do not execute or effectuate purchases, transfers, or sales of NFTs. To buy or sell NFTs on the Website, you must use a third-party wallet which allows you to engage in transactions on the Cronos blockchain.

THESE TERMS ARE SUBJECT TO A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR WEBSITE OR SERVICES.

II.            Use of Website/Security

Use of the Website may require the connection of a supported electronic wallet which will enable you to purchase and store collectibles that you purchase via the Website. You are responsible for security of your electronic wallet and its contents. Transactions that take place on the Website are managed and confirmed via the Cronos blockchain.  Your public wallet address will be made publicly visible on the blockchain whenever you engage in a transaction on the Website.

EbisusBay has no liability to you or to any third party for any claims or damages that may arise related to any payments or transactions that you engage in via the Website, or any other payment or transactions that you conduct via the Website or otherwise.

EbisusBay reserves the right to disclose any information gathered on the Website that EbisusBay deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.

NFTs sold or offered for sale on the Website may be subject to their own separate terms and conditions or limitations on usage, and owners of those NFTs are responsible for adhering to any such separate terms and conditions or limitations. EbisusBay does not control or endorse the NFTs sold or offered for sale on the Website, and specifically disclaims any liability with regard Website users’ purchase or ownership of NFTs bought on the Website.

III.          Payment and Gas Fees

Transactions on the blockchain require the payment of a transaction fee (“Gas”) which funds the network of computers that confirm transactions on the blockchain. This means that you will need to pay Gas for each transaction that you instigate via the Website. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas for any transaction (including failed transactions) that you prompt via the Website.

All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.

IV.          Right to Discontinue or Deny Access to Website

EbisusBay has the right to, at any time and for any reason, refuse to allow the sale or transfer of any particular NFT or collection of NFTs on the Website. EbisusBay further reserves the right to terminate any user’s access to use of any or all of the features on the Website, with or without notice, for violation of these Terms or for any other reason at the sole and absolute discretion of EbisusBay. EbisusBay has the right to remove any NFT or collection of NFTs which contains material which EbisusBay finds to be in violation of these Terms or is otherwise objectionable, in EbisusBay’s sole and absolute discretion.

EbisusBay has the right, but not the obligation, to monitor any particular NFT or collection of NFTs on the Website to determine compliance with these Terms and/or satisfy any legal, regulatory, or authorized governmental request.

V.            Prohibited Use/Conduct

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort through or related to the use of this Website. You are solely responsible for your conduct while using our Website or in connection with our Website. By use of the EbisusBay Website, you agree to:

(1) Not use or attempt to use another user’s account or wallet without authorization from that user.

(2) Refrain from sending, uploading, distributing, or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content.

(3) Refrain from distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature.

(4) Not use our Website other than for its intended purpose and/or in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Website or that could damage, disable, overburden or impair the functioning of our Website in any manner.

(5) Not use any spider, site search/retrieval application, or other data gathering or extraction methods designed to scrape or extract data from our Website.

(6) Not remove any copyright, trademark, or other proprietary rights notices contained in, or on, the Website.

(7) Not employ, operate, or create any computer program to simulate the human behavior of a user (“Bots”) on the Website. This includes, without limitation, the use or attempted use of Bots to purchase NFTs on the Website.

(8) Not seize or otherwise wrongfully acquire any NFT or digital asset.

(9) Not reverse engineer any aspect of our Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Website.

(10) Not use the Website for the purpose of creating a product or service that is competitive with any of EbisusBay’s products or services.

(11) Not use our Website for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

(12) Not commit any violation of applicable laws, rules, or regulations.

(13) Not use NFTs on the Website in connection with surveys, contests, pyramid schemes, chain letters, junk mail, spamming, potentially harmful air drops, spamming, or any duplicative or unsolicited messages.

(14) Not knowingly purchase or offer for sale any NFT which is stolen or otherwise taken from its rightful owner.

If you engage in any of the above prohibited manners or otherwise use the Website in a prohibited manner, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or remove any content which.

 

VI.          Intellectual Property Notice

EbisusBay and its logos are trademarks of EbisusBay, LLC. Any EbisusBay logo, product or service names, slogans, and the look and feel of the Website are the intellectual property of EbisusBay and may not be copied, imitated, or used, in whole or in part, without EbisusBay’s prior written permission.

All other third-party trademarks, registered trademarks, and product names mentioned on the Website or contained in the content linked to or associated with any NFTs displayed on the Website are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by EbisusBay.

VII.        Children Under the Age of 18

The Website is not intended for anyone under the age of eighteen (18) years old. We do not knowingly collect personal information from anyone under eighteen (18) years old. If you are under the age of eighteen (18) years old, do not use or provide any information on this Website, use any of the interactive features of this Website, or provide any information about yourself to us.

VIII.     Indemnification

You agree to defend, indemnify, and hold harmless EbisusBay and its affiliates, successors and assigns, and its and their respective directors, officers, employees, agents, co-branders or other partners from and against any and all allegations, claims, demands, actions, causes of action, proceedings (whether threatened or pending), orders, damages, losses, liabilities, costs and expenses, including reasonable attorney's fees and other legal expenses, and judgments of any kind of nature, incurred by EbisusBay arising out of or relating to your use or misuse, or anyone using your account’s use or misuse, of the Website, your violation of these Terms, or your violation (or anyone using your account’s violation) of any rights of another.

IX.          Disclaimers

EbisusBay makes no express warrantees and hereby disclaim all implied warrantees regarding the Website and any aspect thereof, including the implied warrantees of merchantability, fitness, non-infringement, correctness, accuracy, and reliability. To the fullest extent permitted by applicable law, EbisusBay shall not be liable to you for any direct, indirect, consequential, incidental, punitive, exemplary, or other damage resulting or relating to your use of the Website.

Use of this Website is an agreement and acknowledgement by you that these Terms reflect a reasonable and fair allocation of risks between EbisusBay and you. EbisusBay would be unable to provide this Website and its associated content and services to you without the limitations found in these Terms.

Some jurisdictions do not allow the exclusion of implied warrantees in contracts with consumers. Some or all of the exclusions or limitations in these Terms may not apply to you depending upon the jurisdiction in which you reside.  

X.            Limitation of Liability/Release

In the absence of material breach by EbisusBay of these Terms, EbisusBay will not be liable to you on account of anything done or omitted on the Website. Except where otherwise prohibited by law, the total liability of EbisusBay and any of its subsidiaries or agents for any breach of these Terms or its Privacy Policy, or any other claim arising out of or related to use of the Website shall be limited to 2000 CRO or the total secondary royalties collected by EbisusBay for transactions involving the claiming party, whichever is higher.

If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542.

XI.          Assumption of Risk

Use of the Website is done at your sole risk. The Website is provided “as is” without warrantees of any kind, express or implied. NFTs exist only via the ownership record maintained on the blockchain. EbisusBay is not responsible for any loss of ownership of any NFT including any loss as a result of loss of password or log-in information, corrupted files, viruses, phishing, attacks against the Website or blockchain, transfer to non-compatible digital address, unauthorized third-party activities, or any other reason.

You are solely responsible for evaluating the Website and any vulnerabilities thereof.  You accept the risk of Website failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold EbisusBay accountable for any related losses.

XII.        Dispute Resolution

In the event of a dispute, you agree that you shall first contact EbisusBay and provide EbisusBay at least thirty (30) day to make a good faith and sustained effort to resolve that dispute (“Informal Proceeding”) before resorting to more formal means of resolution including, without limitation, court or arbitration action(s).

 

If, after the Informal Proceeding, a dispute still exists, any remaining dispute, controversy, or claim (the “Claim”) relating in any way to the Website, your use of EbisusBay products and/or services, or any Claim arising under or relating to any EbisusBay transaction, shall be resolved via confidential arbitration before JAMS under the then-current JAMS Comprehensive Arbitration Rules & Procedures, except as provided otherwise in this section. The arbitrator shall award attorneys’ fees and costs to the prevailing party. Any such arbitration shall take place in St. Louis, Missouri, or such other location as the parties may agree.

 

You and EbisusBay agree that each party may only bring Claims against the other party in an individual capacity, and not as a plaintiff or member of any class action or mass action. The arbitrator shall not be permitted to combine or consolidate more than one party’s claims without the written consent of all affected parties to the arbitration proceeding. No Claim shall proceed by way of class arbitration without the written consent of all affected parties.

 

XIII.     Governing Law/Venue

To the fullest extent permitted by law, these Terms and any claim or dispute arising from these Terms will be governed by and construed in accordance with the State of Missouri, without regard to its choice of law provisions. Any claim or dispute arising out of or relating to our products and services, Terms, or your use of the Website, not otherwise covered by the Dispute Resolution provisions of Section XII, shall be subject to the exclusive jurisdiction of state or federal courts in St. Louis, Missouri and you hereby consent and submit to the personal jurisdiction of such courts.

XIV.      Severability

Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

XV.        DMCA Notices/Copyright Infringement Claims

EbisusBay shall comply with the rules regarding notices of alleged copyright infringement under the Unites States Digital Millennium copyright Act. If an individual or entity believes that their intellectual property rights have been infringed, please contact EbisusBay immediately. For EbisusBay to respond, the complaining individual or entity must provide:

1.     A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner.

2.     A clearly identified copyrighted work that is being claimed as being infringed upon.

3.     Clear identification of the allegedly infringing material, including a link to the material on the EbisusBay Website.

4.     A statement, made under the penalty of perjury, that the information provided is accurate, the complainant is the copyright owner (or individual authorized to act on behalf of the copyright owner), and that the complaint is being issued under a good-faith believe that the relevant material is being used in a way that is not authorized by the copyright owner, its agent, or under the law.

If a user believes that their content has been removed by mistake or misidentification, that user may provide EbisusBay with a DMCA Counter Notice, which must contain the following information

1.     The user’s name, address, telephone number, and email address.

2.     A description of the material removed, along with the URL address of where the material was posed prior to its removal.

3.     The following signed statement: “I swear, under penalty of perjury, that I have a good-faith belief that the material which was removed or disabled was due to a mistake or misidentification of the material to be removed or disabled.”

4.     A statement that the user consents to the jurisdiction of the Federal District Court where the user is located or, if the user is located outside of the United States, consents to any jurisdiction in which the user may be properly served. Further, the user’s statement must include an agreement to accept service of process from the individual or entity (or their agent) who filed the original DMCA notice.

Upon receipt of any valid counter DMCA notification, EbisusBay will forward that counter DMCA notification to the party which submitted the original DMCA notification. The original party (or their authorized agent) will then have ten (1) days to notify EbisusBay that he/she/they have filed legal action related to the allegedly infringing material. If EbisusBay does not receive any such notification within ten (10) days, EbisusBay may (but is not obligated to) restore the material to the Website.

All DMCA notices and counter-notices must be submitted via email to dmca@ebisusbay.com or via mail to:

ATTN: DMCA/Legal Department

3514 Clinton Pkwy Ste A #421

Lawrence, KS 66047

 

XVI.      General

These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Website.

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you. Any failure or delay by EbisusBay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision.

EbisusBay may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.

XVII.   Contact

For more information about the EbisusBay Website Terms, our Privacy Policy, or if you would like to make a complaint, please contact us by e-mail at support@ebisusbay.com or by mail using the details provided below:

ATTN: General Support Department

3514 Clinton Pkwy Ste A #421

Lawrence, KS 66047