Metaplex Foundation Disclaimer

Metaplex is an open Solana-based NFT protocol (“Protocol”) operated by the Metaplex community. YOUR USE OF THE PROTOCOL IS ENTIRELY AT YOUR OWN RISK.

THE PROTOCOL IS AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

YOU ASSUME ALL RISKS ASSOCIATED WITH USING THE PROTOCOL, AND DIGITAL ASSETS AND DECENTRALIZED SYSTEMS GENERALLY, INCLUDING BUT NOT LIMITED TO, THAT: (A) DIGITAL ASSETS ARE HIGHLY VOLATILE; (B) STAKING OR DELEGATING DIGITAL ASSETS IS INHERENTLY RISKY DUE TO BOTH FEATURES OF SUCH ASSETS AND SYSTEMS AND THE POTENTIAL UNAUTHORIZED ACTS OF THIRD PARTIES; (C) YOU MAY NOT HAVE READY ACCESS TO ASSETS; AND (D) YOU MAY LOSE SOME OR ALL OF YOUR TOKENS OR OTHER ASSETS. YOU AGREE THAT YOU WILL HAVE NO RECOURSE AGAINST ANYONE ELSE FOR ANY LOSSES DUE TO THE USE OF THE PROTOCOL. FOR EXAMPLE, THESE LOSSES MAY ARISE FROM OR RELATE TO: (I) LOST FUNDS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS; (V) ERRORS, MISTAKES, OR INACCURACIES; OR (VI) THIRD-PARTY ACTIVITIES.

THE PROTOCOL DOES NOT COLLECT ANY PERSONAL DATA, AND YOUR INTERACTION WITH THE PROTOCOL WILL SOLELY BE THROUGH YOUR PUBLIC DIGITAL WALLET ADDRESS. ANY PERSONAL OR OTHER DATA THAT YOU MAY MAKE AVAILABLE IN CONNECTION WITH THE PROTOCOL MAY NOT BE PRIVATE OR SECURE.

‍Terms and Conditions

These terms and conditions of use, together with any additional documents, policies, and guidelines they incorporate by reference (collectively, these “Terms”), are entered into between The Metaplex Foundation, a Cayman Islands foundation company incorporated under the laws of the Cayman Islands (together will all affiliates, “Metaplex Foundation”, “We”, “Us”, or “Our”), and you or the organisation or other entity that You represent or with which you are affiliated (“You” or “Your”).  Please read these Terms carefully as they govern Your use of Our sites located at dao.metaplex.com, and all associated sites, domains, sub-domains, applications, accounts, addresses and directors (the “Sites”) and any of The Metaplex Foundation’s software, interfaces, applications, documentation, repositories or other provided services, including but not limited to the smart contracts substantially comprising the Metaplex DAO (defined below) and any other services provided by or through The Metaplex Foundation (the “Services”) and describe Your rights and obligations and our disclaimers and limitations of legal liability. 

By accessing, using, participating in, or receiving any of the Sites or Services, or otherwise acknowledging these Terms in any manner, You accept and agree to be bound by and to comply with these Terms. If You do not agree to, or are not in compliance with, these Terms, You must stop using and avoid accessing or using any Sites or Services.

You further acknowledge that certain aspects of Our Services and the governance of the Metaplex DAO itself may be wholly affected by the Metaplex decentralised autonomous organisation smart contracts and governance protocols, as executed by program address via AEauWRrpn9Cs6GXujzdp1YhMmv2288kBt3SdEcPYEerr (the “Metaplex DAO”).

You must have the capacity and authority to form a legally binding contract online either on behalf of an entity or as an individual. Accordingly, You represent that, if You are agreeing to these Terms on behalf of a company or other legal entity, You have the legal authority to bind such company or other legal entity to these Terms and You are the older of 16 years old or the age of majority where You reside, You can form a legally binding contract, and have the capacity and authority to enter into and to comply with the obligations under these Terms. You represent and warrant that You are not a citizen or resident of a jurisdiction that is sanctioned or embargoed (nor are you personally sanctioned or embargoed) by the United Nations or the European Union or where Your use of the Sites or the Services would be illegal or otherwise violate any treaty, domestic or foreign law, rule, statute, regulation, or other directive, requirement or guideline, which is in force and applies to or otherwise governs, rules or regulates any person, property, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over The Metaplex Foundation, You, the Sites or the Services; or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”).

Privacy Policy

Please refer to our privacy policy (https://dao.metaplex.com/privacy) for information about how We collect, use, share and otherwise process information about You.

Changes to these Terms

We reserve the right, in Our sole discretion, to modify these Terms from time to time. If We make changes, We will provide You with notice of such changes by posting a notice on certain of the Sites or elsewhere on our Services or updating the date at the top of these Terms. Unless We say otherwise in our notice, any modifications are effective immediately upon such notification given as in the previous sentence, and Your continued use of the Sites or our Services will confirm Your consent and acceptance of the changes and to these revised Terms in full. If You do not agree to such revised Terms, You must stop using our Services. In order to use certain features of the Services, You may be required to register for an account and provide certain information about yourself as prompted by the account registration form or service interface (the “Account”). You shall provide complete and accurate information where prompted by Us in the Sites and/or Services. You are responsible for maintaining the confidentiality of Your Account login information and are fully responsible for all activities that occur under and from Your Account. If applicable, The Metaplex Foundation may suspend or terminate Your Account for any reason at Our sole discretion, including for any use of the Sites or Services in violation of these Terms.

Electronic Wallet Terms

To access certain features of the Sites and/or Services, You will need to connect a third-party supported electronic wallet (e.g., Phantom) (“Wallet”). Please review our Privacy Policy for the terms and conditions which govern your access to and control of Your Account. By connecting Your Wallet to access the Service, You authorize Us to access Your Wallet for the purpose of permitting You to engage in actions related to the Metaplex DAO and the Sites.  You are responsible for creating and maintaining the confidentiality of Your Wallet and Account and you are also responsible for any activity concerning Your Wallet and Account. By using Your Wallet in connection with the Service, You agree that you are using that Wallet under the terms and conditions of the provider of the Wallet. Wallets are not operated by, maintained by, or affiliated with The Metaplex Foundation and We do not have custody or control over the contents of Your Wallet and have no ability to retrieve or transfer its contents. 

We accept no responsibility for, or liability to You, in connection with Your use of a Wallet and make no representations or warranties regarding how the Services will operate with any specific wallet. You are solely responsible for keeping your Wallet secure and you should never share your Wallet credentials with anyone. If you discover an issue related to Your Wallet, please contact Your Wallet provider. Likewise, You are solely responsible for Your Account and any associated Wallet and We are not liable for any acts or omissions by You in connection with Your Account or as a result of Your Account or Wallet being compromised. You agree to immediately notify Us if You discover or otherwise suspect any security issues related to the Services or Your Wallet or Your Account.

When You use your Wallet with the Service, you represent to us that Your Account and Wallet are owned or controlled exclusively and directly by you and no other person. 

Network Deployments, Payments, and Fees

Some Services offered by Us require payment with or otherwise involve the use of an underlying blockchain or other decentralised infrastructure (each, a “Network”), which may require that You pay a fee, such as (but not limited to) “gas” charges on the applicable blockchain network, for the computational resources required to perform a transaction on the particular Network (such payments and fees, “Charges”). You acknowledge and agree that The Metaplex Foundation has no control over any Network transactions, the method of payment of any Charges, if applicable, or any actual payments of Charges or amounts thereto, if applicable. Accordingly, You must ensure that You have a sufficient balance of the applicable Network tokens stored at Your Network-compatible wallet address (“Network Address”) to complete any such transaction on the Network before initiating such transaction.

As a condition to accessing or using the Services or the Sites, You: (i) will ensure that all information that You provide on the Sites or otherwise to Us is current, complete, and accurate (ii) will only use the Services and the Sites for lawful purposes and in accordance with these Terms; (iii) will maintain the security and confidentiality of access to Your Network Address; and (iv) agree (A) that no Indemnitee (as defined below) will be responsible for any loss or damage incurred as the result of any interactions You have with other users of the Sites or Services; and (B) if there is a dispute between You and any other site or other user, no Indemnitee (as defined below) will be under any obligation to become involved.

As a condition to accessing or using the Sites or the Services, You will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable privacy and data collection laws including GDPR, any relevant and applicable gambling, illicit contracting, misrepresentation, or fraud laws, and any relevant and applicable anti-money laundering and anti-terrorist financing laws, in each case as may be amended; (ii) Export, re-export, or transfer, directly or indirectly, any Metaplex Foundation technology or data or data accessed through any of the Services in violation of applicable export laws or regulations or the legal owners and controllers of such data; (iii) Infringe any intellectual property or other third-party right, or commit a tort or violation of criminal or contract law while using or involving any Site or the Service; (iv) Misrepresent the reliability or veracity of any content on the Sites or through the Services; (v) Use the Sites or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from their quiet enjoyment of the Sites or Services, or that could impair, disable, overwhelm, or otherwise alter the functioning of the Sites or Services in any manner; (vi) Attempt to circumvent any content filtering techniques or security or compliance measures that The Metaplex Foundation employs on the Sites or the Services, or attempt to access any service or area of the Sites or the Services that You are not authorised to access; (vii) Use any scraper or other automated means or interface not provided by us to access the Sites or Services or to extract data; (viii) Introduce any virus, malware, Trojan horse, worm, backdoor, exploit, or other harmful software into the Sites or the Services; (ix) Post content or communications on the Sites or Services that are, in Our sole discretion, fraudulent, deceptive, libelous, defamatory, profane, obscene, pornographic, sexually explicit, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, or otherwise objectionable; (x) Post content or communications on the Sites or Services containing unsolicited promotions, campaigns, or commercial messages or any user content designed to deceive the user of the Service; or (xi) Induce any other user or third party to engage in any of the activities prohibited under these Terms or otherwise violate these Terms.

You represent and warrant that You know, understand, and accept the risks associated with Your use of the Sites and Services, using smart contracts and other blockchain and distributed ledger technologies, APIs, and public/private key technologies in general, Your Network Address and the Network, including the risks identified elsewhere in these Terms.

Licenses

The Sites and Services are licensed, not sold. Subject to your compliance with these Terms and Applicable Law, We hereby grant you a non-exclusive, limited, revocable right for You to use the Sites or the Service. At the end of your license term, Your license will expire as set forth in these Terms. 

You shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Sites or Services; (b) modify, translate, adapt, or create derivative works of the Sites or Services in any way; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer the Service or any copy thereof; (d) Use the Sites or Services for any purpose other than their intended purpose; (e) attempt to disable or circumvent any security or other technological measure designed to protect the Sites or Service or any content available through the Sites or Services; or (f) use the Sites or Services for any illicit or prohibited purposes or as a means to infringe any third party rights. 

You acknowledge that the Sites and/or the Services may use, incorporate or link to certain open-source or third-party owned components and that Your use of the Sites and/or Services is subject to, and You will comply with any, applicable licenses and terms and conditions (collectively, “Terms and Licenses”).

If You breach these license restrictions, or otherwise exceed the scope of the licenses granted in these Terms, then You may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Sites or Services.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITES OR SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 

If We terminate or suspend Your access to the Sites or Services for any reason, You are prohibited from attempting to access the Sites or Services under Your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending Your access, We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Third-Party Terms

The Sites and/or Services may contain links to or embed content in other websites, apps or other online properties that are not owned or controlled by The Metaplex Foundation (collectively, “External Sites”). The content of External Sites is not developed or provided by Us. We are not responsible for the content of any External Sites and do not make any representations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or webmaster for External Sites if you have any concerns regarding content located on those External Sites. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If You decide to access any External Sites, then you do so at your own risk. Further, You will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with Your use of External Sites.

The Sites and/or Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict You from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

Metaplex Rights; Marks

The Sites and Services are owned and operated by Us. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (collectively, “Materials”) are protected by intellectual property and other laws. It’s important to note that all Materials included on the Sites or Services are our property or the property of other third-party licensors of the Service. Except as expressly authorized by Us, You may not make use of the Materials. We reserve all rights to Materials not granted expressly in these Terms.

Our trademarks, service marks, and logos (collectively, the “Metaplex Trademarks”) used and displayed on the Sites or Services are our registered and/or unregistered trademarks or service marks. Any other product and service names located on the Sites or Services may be trademarks or service marks owned by third parties (collectively with the Metaplex Trademarks, the “Trademarks”). Except as otherwise permitted by law, You may not use the Trademarks to disparage Us or the applicable third party, our or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may use the Metaplex Trademarks for the limited purposes of providing links to or from our website and providing attribution to us when using the Service or on your Creator Studio mint pages. You will terminate all uses of the Metaplex Trademarks upon our request. All goodwill generated from the use of any Metaplex Trademark will inure solely to Metaplex’s benefit. All goodwill generated from the use of any other Trademark will inure solely to the benefit of the owner of such Trademark.

Suspension and Termination

We may, at Our sole discretion, with or without prior notice to You (unless otherwise expressly agreed in writing), modify, suspend or disable (to the extent possible), temporarily or permanently, the Services offered by The Metaplex Foundation in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident to the extent The Metaplex Foundation is able to do so. We will not be liable for any losses suffered by You resulting from any modification to any Services or from any suspension or termination, for any reason, of Your access to all or any portion of the Sites or the Services. The Terms shall survive any termination of Your access to the Sites or the Services, in addition to any other provision which by law or by its nature should survive.

Indemnification

To the fullest extent permissible by Applicable Law, You shall defend, indemnify, and hold harmless The Metaplex Foundation, Our affiliates, and Our affiliates’ respective guarantors, supervisors, shareholders, members, directors, officers, employees, contractors, representatives, suppliers, licensors, attorneys, advisors and agents (collectively, “Indemnitees”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, costs or expenses, including without limitation reasonable attorneys’ fees, arising out of or relating to Your use of, or conduct in connection with, the Sites, the Services, Network assets associated with Your Network Address, any other digital assets, Your Content; Your violation of these Terms; Your violation of any Applicable Law or regulations; Your gross negligence or intentional misconduct; or Your infringement or misappropriation of the rights of any other person or entity. If You are obligated to indemnify any Indemnitee, The Metaplex Foundation (or, at its discretion, the applicable Indemnitee) will have the right, in its sole discretion, to control any legal action or proceeding arising therefrom.

Disclaimer and Disclosures

The Metaplex Foundation does not operate an exchange platform of any kind nor does The Metaplex Foundation offer trade execution, custody, money transmission, or clearing services with respect to assets of any kind, and therefore has no oversight, involvement, or control with respect to Your transactions pursuant to the Sites or Services or any Network. You are responsible for complying with all Applicable Law and regulations applicable to Your transactions and for the secure treatment of Your property. The Metaplex Foundation is not responsible for operation of the underlying protocols or Networks, and The Metaplex Foundation makes no guarantee of their functionality, security, or availability.

To the maximum extent permitted under Applicable Law, the Sites and the Services (and any of their content or functionality) provided by or on behalf of Us are provided on an “AS IS” basis, and We expressly disclaim, and You hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, We do not represent or warrant that the Sites or the Services (including any related data) will be uninterrupted, available at any particular time or error-free. We do not warrant that errors in the Sites or the Service are correctable or will be corrected beyond good faith measures by Us, to the extent possible and practical.

You acknowledge that Your data on the Sites or through the Services may become permanently lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, We will not be liable for any loss or damage caused by denial-of-service attacks, 51% attacks, software or data failures or manipulation, lost private or public keys, viruses or other technologically harmful materials (including those which may infect Your equipment or software), protocol changes by third party providers, outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside Our control.

Limitation of Damages and Liability

The Metaplex Foundation, together with any Indemnitee, shall not in any event be liable for any incidental, indirect, special, punitive, exemplary, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue or other business or financial benefit) arising out of or in connection with any of the Sites and/or Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, Your Network assets, other digital assets or any other product, service or other item provided by or on behalf of an Indemnitee, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not any Indemnitee has been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy nor is The Metaplex Foundation in any way responsible for the execution or settlement of transactions between users of the Services. Absent a written mutually signed agreement with The Metaplex Foundation or any Indemnitee, You do not have privity of contract with The Metaplex Foundation or any applicable Indemnitee for Your particular use of a publicly accessible Service, including but not limited to any of the Services which are not substantially controlled by The Metaplex Foundation (including but not limited to smart contracts deployed on a Network, algorithmic or automatic or functionally autonomous software, or any other software deployed upon, hosted upon, or substantially dependent upon an unaffiliated person or Network or other decentralised software).

In no event will the Indemnitees' aggregate liability arising out of or in connection with the Sites and the Services (and any of their content and functionality), any performance or non-performance of the Services, Your Network assets, other digital assets or any other product, service or other item provided by or on behalf of an Indemnitee, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of the fees paid by You to us under these Terms in the one year period immediately preceding the event giving rise to the claim for liability.

Waiver

To the maximum extent permitted by Applicable Law, in consideration for being allowed to use any of the Sites and the Services, You hereby release and forever discharge The Metaplex Foundation and all Indemnitees from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including economic loss, personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, any of the Sites and/or the Services (including any interactions with, or act or omission of, other Sites, Services, or Metaplex Foundation software users or any third-party services).

Dispute Resolution and Arbitration

These terms require You to arbitrate certain disputes and claims with The Metaplex Foundation and limit the manner in which You can seek relief from us, unless You opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes You from suing in court or having a jury trial. You and The Metaplex Foundation agree that any dispute arising out of or related to these Terms or our Services is personal to You and The Metaplex Foundation and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

For any dispute or claim that You may have against The Metaplex Foundation, You agree to first contact The Metaplex Foundation and attempt to resolve the claim informally by sending a written notice of Your claim (“Notice”) to The Metaplex Foundation by email at ops@metaplex.foundation. The Metaplex Foundation will similarly contact You in the event that We have any dispute or claim against You.

The Notice must include Your name, email address, and telephone number, describe the nature and basis of the claim and set forth the specific relief sought. Our notice to You will be similar in form to that described above. If You and The Metaplex Foundation cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, as available on the JAMS website and hereby incorporated by reference. All disputes submitted to JAMS will be resolved through confidential, binding arbitration seated in the Cayman Islands before one arbitrator. You acknowledge and agree that You have read and understand the JAMS Rules or waive Your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

The arbitrator, The Metaplex Foundation, and You will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented in relation to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. You and The Metaplex Foundation agree that for any arbitration You initiate, You will pay the filing fee and You and The Metaplex Foundation will evenly split the remaining JAMS fees and costs. Each party will otherwise be responsible for their own costs with respect to dispute resolution.

Any claim arising out of or related to these Terms or our Services must be filed within one year after the nexus for such claim arose; otherwise, the claim is permanently barred, which means that You or The Metaplex Foundation, as applicable, will not have the right to assert the claim. It is expressly agreed between The Metaplex Foundation and you to disapply the provisions of the Limitation Act (as amended) in this regard.

YOU AND THE METAPLEX FOUNDATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and The Metaplex Foundation agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Severability and Governing Law

If any portion of these Terms is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms, and the severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder or the parties’ ability to compel arbitration of any remaining claims on an individual basis. To the extent that any such severance means that claims must proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the final outcome of any individual claims in arbitration.

The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Sites or the Services, will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, as applicable, without regard to conflict of law rules or principles. You agree that We may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in the Cayman Islands will have exclusive jurisdiction. You waive any objection to venue in such courts.

Miscellaneous

Any right or remedy of The Metaplex Foundation set forth in these Terms is in addition to any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. The illegality or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect. We will have no responsibility or liability for any failure or delay in performance of the Sites or any of the Services, or any loss or damage that You may incur, due to any circumstance or event beyond our control, including without limitation any natural disaster or other act of God, fire, pandemic or infectious disease, war, insurrection, riot, accident, governmental condition or prohibition, communications failure, power failure, or equipment or software malfunction. You may not assign or transfer any right to use any of the Sites or the Services, or any of Your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any of our rights or obligations under these Terms, in whole or in part, without notice or obtaining Your consent or approval. Each Service which is factually and legally controlled by The Metaplex Foundation or its agent is domiciled at The Metaplex Foundation’s registered office address in the Cayman Islands, including but not limited to those Services deployed or substantially reliant upon a Network. Headings of sections are for convenience only and will not be used to limit or construe such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between You and The Metaplex Foundation regarding the Sites and the Services. If there is a conflict between these Terms and any other agreement You may have with The Metaplex Foundation, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

Third Party Rights

Any Indemnitee not being a party to these Terms, may enforce any rights granted to it pursuant to these Terms in its own right as if it were a party to these Terms.  Except as expressly provided in the preceding sentence, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act (as amended) to enforce any term of these Terms. Notwithstanding any term or provision of these Terms, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time.

Notices and Communications

You consent to receive all communications, invoices, notices, and disclosures electronically (collectively, our “Communications”) that We provide in connection with these Terms or any Services. You agree that We may provide our Communications to You by posting them on any of the Sites or through the Services or by emailing them to You at any email address You provide in connection with using the Services. You may also contact us to request additional electronic copies of our Communications by filing a support request at ops@metaplex.foundation.

Contact Us

The Metaplex Foundation, a Cayman Islands foundation company 

23 Lime Tree Bay Avenue, P.O. Box 10176, Grand Cayman KY1-1002, Cayman Islands

Email: ops@metaplex.foundation

© 2023 The Metaplex Foundation

All rights reserved. All trademarks, logos and service marks displayed on the Sites and Services are Our property or the property of other third parties. The term “Metaplex” and the related logo, are each Our trademarked property.

If You have any questions or concerns regarding these Terms, please send Us a detailed and We will address Your concerns as soon as We can and to the best of our ability.

Last updated: November 17, 2023