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These Terms of Service (“Terms”) constitute a binding legal agreement between each individual, entity, group or association who views, interacts, links to or otherwise uses or derives any benefit from the website and services (“Site”) located at: https://jpg.space/, i.e. the (“Users”) of the Site and Juried Protocol Galleries LTD, referred to as “JPG,” or “Us,” or “We” throughout these Terms, and each of its successors and assigns.
Please contact us at [email protected] for any questions or issues you may have with respect to these Terms.
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF SITE, DO NOT ACCESS AND/OR USE THE SITE.
THESE TERMS OF REQUIRE THE USE OF ARBITRATION (SECTION 10) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
The Site allows Users to view, interact with, create, or otherwise manipulate information related to non-fungible tokens, for example, non-fungible tokens associated with the Ethereum Blockchain including, but not limited to, upload user created content in the form of galleries, exhibitions, and other related display formats to our servers and other third party affiliates, manage existing non-fungible tokens, galleries, exhibitions, and other related display formats made via the Site, or made on other third party SITEs, browse non-fungible tokens, galleries, exhibitions, and other related display formats, and in some instances transact between two or more Users of the Site by selling non-fungible tokens. JPG bears no responsibility for the functionality or integrity of any underlying blockchain or distributed ledger network associated with any content that Users may wish to showcase via the Site, or associated with any NFTs displayed via the Site.
For purposes of these Terms, a non-fungible token (“NFT,” or “NFTs”) may be defined as unique entries on a blockchain based ledger that are often associated with, but not limited to, pieces of media, or artwork, that may or may not have value to Users. For example, in some instances NFTs may be stored on the Ethereum blockchain and point to artwork that is stored elsewhere from the Ethereum blockchain.
Given the nature of blockchain based NFTs and the associated risks discussed in these Terms, JPG is unable to guarantee that any content intended to be displayed on the Site will necessarily display or otherwise be accessible via the Site as intended. Accordingly, JPG cannot be held liable if NFTs, galleries, exhibitions, and other related display formats cease to function as intended due to errors that may occur on the underlying blockchain that the NFTs, galleries, exhibitions, and other related display formats depend upon, or errors with storage solutions for the artwork associated with the NFTs, galleries, exhibitions, and other related display formats.
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site. Our grant of such license is subject to the following conditions:
In some instances, JPG may provide services such that Users of the Site may engage in transactions for NFTs. In these instances, JPG may collect certain fees for facilitating these transactions. In no case, whatsoever, does JPG guarantee that transactions will execute as intended and JPG is not liable for transactions that do not execute as anticipated. Transactions for NFTs carry unique risks and you the User assume the risk associated with those transactions.
Additionally, transactions in NFTs, or NFT related transactions, operate according to rulesets determined by the underlying blockchain, or distributed ledger, on which the NFT involved in the transaction exists. JPG cannot guarantee the functionality of any underlying blockchain, or distributed ledger, and in no way can be held responsible for failures that occur on the underlying blockchain due to, but not limited to, the following occurrences: network downtime, soft forks, hard forks, DAO votes, 50%+1 attacks, double-spending instances or bugs, consensus failures, distributed denial of service attacks, key loss, key theft, wallet bugs, wallet code failure, and the like.
From time to time, JPG may work with third parties to facilitate transactions that occur via the Site. JPG is not responsible for the functionality of third party systems to facilitate said transactions.
You are solely responsible for your use of the Site and for any information you provide, including compliance with applicable laws, rules, and regulations, as well as these Terms, including the User Conduct requirements outlined above.
JPG does not claim that submitting, posting, or displaying this content on or through the Service gives JPG any ownership of the content.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Site. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and that the content does not violate any laws.
In connection with your use of the Site, you may be able to post, upload, or submit content to be made available through the Site, including media that is tied to NFTs you wish to display or sell via the Site as a seller, and any other content associated with your NFTs (“Your Content”). You retain all rights to Your Content you post, upload, submit, or otherwise make available through the Site, except for rights expressly granted herein.
In order to operate the Site, we must obtain from you certain license rights in Your Content so that actions we take in operating the Site are not considered legal violations. Accordingly, by using the Site and uploading Your Content or otherwise making Your Content available, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (now know or later developed), but solely as required to be able to operate and provide SITEs of the Site.
You agree that this license includes the right for us to provide, promote, and improve the Site. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Site, and solely for purpose of providing the Site, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations.
JPG respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content posted on the Site infringes the copyright or other intellectual property rights of any person. JPG will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and these Terms, including removing or disabling access to content claimed to be infringing and/or terminating accounts and access to the Site.
If you are a copyright owner or an agent thereof and believe that any Content on the SuperRare Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):
Any person who knowingly materially misrepresents that information or an activity on the Site is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective DMCA Infringement Take-Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a Counter Notification containing the following information:
You have ten (10) business days after receipt of a DMCA take-down Notice to send us an effective Counter Notification or the allegedly infringing material may not be restored.
Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
You must submit your DMCA Take-Down Notices and Counter Notifications to us by email at the following email address: [email protected] with the following subject/heading for the email: “JPG DMCA Take Down Notification.”
Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.
Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with JPG and limits the manner in which you can seek relief from us.
You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site; any products sold or distributed through the Site; or any aspect of your relationship with JPG will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or JPG may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in New York, New York, administered by JAMS and conducted in English, rather than in court.
Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.
You understand that by agreeing to this Arbitration Agreement, you and JPG are each waiving their right to trial by jury and to participate in a class action or class arbitration.
If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.
This Arbitration Agreement shall survive the termination of your relationship with JPG.
We may revise these Terms from time to time. If we make a change to these Terms that, in our sole discretion, is material, we will take steps to notify all users by a notice on the site. By continuing to access or use the Site after those changes become effective, you agree to be bound by the revised Terms.
YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND JPG EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. JPG (AND ITS SUPPLIERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SITE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. JPG DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. JPG WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. WHILE JPG ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE SAFE, JPG CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SITE OR OUR SITE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE JPG PARTIES OR THROUGH THE SITE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD JPG RESPONSIBLE FOR ANY BREACH OF SECURITY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR NFTS.
NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). JPG AND/OR ANY OTHER JPG PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
NO JPG PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO JPG PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL JPG BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF JPG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF JPG ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, NFTS, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR(B) THE AMOUNT YOU HAVE PAID TO JPG FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF JPG FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF JPG’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF JPG’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless JPG, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “JPG Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site or anything posted on the Site (b) any Feedback you provide, (c) your violation of these Terms, (d) your violation of the rights of a third party, including another user, (e) any intellectual property disputes relating to your NFTs sold via the JPG Parties Site; and (f) your failure to pay any Withholding Taxes or Sales Taxes in connection with your NFT transactions. You agree to promptly notify JPG Parties of any third party Claims and cooperate with the JPG Parties in defending such Claims. You further agree that the JPG Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND JPG.
These Terms and your access to and use of the SITE shall be governed by and construed and enforced in accordance with the laws of the State of New York (without regard to conflict of law rules or principles of the State of New York, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section 16 or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York County in the State of New York, and the United States, respectively, sitting in the State of New York.
If you breach any of the provisions of these Terms, all licenses granted by JPG will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your account and/or your ability to access or use the Site (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
You agree that a breach of these Terms will cause irreparable injury to JPG for which monetary damages would not be an adequate remedy and JPG shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer SITEs of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by JPG or you. Termination will not limit any of JPG’s other rights or remedies at law or in equity.
These Terms constitute the entire agreement between you and JPG relating to your access to and use of the Site. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of JPG, and JPG’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.
The Site is operated by us in the United States. Those who choose to access the Site from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and JPG agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
If you have questions concerning these Terms, or you notice any bugs, errors or violations please feel free to send us an email at: [email protected]