V at Scope Beach NFT & Event Attendance Terms and Conditions
Last Updated: November 10, 2022
These Terms and Conditions (“Terms”) apply to your acceptance, sale, and display of V at Scope Beach non-fungible tokens (“VNFTs”). Ownership of a VNFT provides you access to the V at Scope Beach event in Miami Beach, Florida on December 1, 2022 (the “Event”) which we (or “Company,” or “us”) are operating and hosting.
Your submission of request to receive the VNFT is and was conditioned on your acceptance of these Terms to receive the VNFT, and you as the holder of the VNFT (“you,” “your,” or “yours”) agree to be bound by these Terms. These Terms expressly incorporate any other documents referenced herein and govern your access to and use of the VNFT and attendance at the Event, and any related web sites and/or applications related to the VNFTs or the Event (the “Site(s)”), as well as all content, functionality, and services offered on or through the Site(s).
- Reviewing and Accepting These Terms
Please read these Terms carefully, as they set out your rights and responsibilities when you use and own the VNFTs, use the Site(s), and attend the Event (the “Services”). Your VNFT will be distributed via airdrop and you are solely responsible for ensuring that all information you provide to receive the airdrop is complete and correct (for example, you are responsible for ensuring that you provide the correct wallet address and for a wallet that is compatible with the airdrop of the VNFT. You may only submit a request to receive one (1) VNFT. Submitting more than one (1) request may void some of or all of your submissions. This agreement shall be binding on any person who holds a VNFT including the initial VNFT owner and all subsequent owners.
All VNFTs are stored on and accessible through the Ethereum blockchain. As such, the Company does not maintain the VNFTs on this Site and, aside from transferring control of the VNFT to the initial owner of the VNFT, the Company has no control over the transfer, storage, ownership or maintenance of the VNFT.
When you connect your cryptocurrency wallet to the Site(s) using a trusted service provide such as MetaMask or Wallet Connect, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference (including those of any third-party vendors related to the Site(s) or Event).
We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site(s) or holding the VNFT following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.
By accepting these Terms, you agree that you are or will be at least twenty-one (21) years of age by the day of the Event.
- Linking Your Cryptocurrency Wallet
When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of VNFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to the VNFTs, a Site or the Event, please notify us immediately.
Unless otherwise indicated in writing by us, the Site(s), all content, and all other materials contained therein, including, without limitation, Our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Site Content”) are the proprietary property of Company or our affiliates, licensors, or users, as applicable. Any Company product or service names, logos, or slogans that may appear on the Site or elsewhere are owned by Company or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any Site Content or link to the Site without our prior written permission. You may not use framing techniques to enclose any Site Content without our express written consent. In addition, the look and feel of the Site Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
- Intellectual Property
Other than Site Content, all other trademarks, product names, and logos on the Site(s) 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 trademark holder or rightsholder.
With respect to the VNFTs, each owner of a VNFT is granted a limited, non-exclusive, non-commercial license to such VNFT and its content to access, use, or store such VNFT and any of its content solely for their personal purposes. VNFTs are a limited-edition digital creation based upon content that may be trademarked and/or copyrighted by Company or sponsors of the Event. Unless otherwise specified, your ownership of a VNFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the VNFT or any of its content for any commercial purpose. You further agree that you are not receiving, nor will you attempt to obtain, any copyright interest in the VNFT or any of its content. You agree that Company may sell, license, modify, display, broadcast and create derivative works based upon your VNFT or its content. Any commercial exploitation of the VNFT of any of its content could subject you to claims of copyright or trademark infringement.
If you are unsure whether a contemplated use of the Site Content or a VNFT and/or any of its content would violate these Terms, please contact us at email@example.com.
- Event Terms
In connection with your attendance at the Event, you agree that: (a) Vayner3, LLC (“Vayner3”), its parents, affiliates, and subsidiaries and each of their owners, directors, officers, managers, members, employees, agents, and licensees and any authorized Event sponsors are permitted to photograph, video, and sound record you and utilize your voice, image and likeness, in whole or in part, in any media whatsoever, in commercial advertising materials promoting Vayner3, the Event, and any authorized Event sponsors; (b) you will not use content that you capture at event (including but not limited to photos, video and/or audio) (collectively, the “Captured Content”) for commercial purposes without the prior written consent of Vayner3; and (c) you will follow the instructions of the Vayner3, Event and venue staff and only access the Event area(s) to which your VNFT allows access. You hereby release Vayner3 and any authorized Event sponsors from any and all claims, actions, suits, cost, expenses and other liability related to: (a) the use of the Captured Content as agreed herein, including, without limitation, any claims based on libel, the right of publicity, the right of privacy or the commercial appropriation or use of name or likeness; and (b) personal injuries or death, and any damage to persons and property, which may be sustained or incurred, directly or indirectly, as a result of invite or other access to the Event, or while traveling to, preparing for, attending and/or participating in the Event and/or any related hospitality activity.
We are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that may apply to transactions on this Site, your receipt of the VNFT or in connection with your attendance at the Event. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, amounts due on this Site are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”). This means that Sales Taxes become your sole responsibility. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.
You agree and understand that we may modify part or all of this Site or the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.
You acknowledge and agree that VNFTs are not securities, and the value of your VNFT is what you and/or the market ascribe to it. Please note the following risks in accessing, selling or using VNFTs: The price and liquidity of blockchain assets, including VNFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect VNFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of VNFTs. VNFTs are not legal tender and are not backed by any government. Transactions in VNFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in VNFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of VNFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for VNFTs, which may result in the potential for permanent and total loss of value of a particular VNFT should the market for that VNFT disappear. You agree and understand that we do not give advice or recommendations regarding VNFTs. You agree and understand that you access and use the Site(s) at your own risk; however, this brief statement does not disclose all of the risks associated with VNFTs and other digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using VNFTs, however caused.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY COMPANY THE SITE AND ANY SITE CONTENT CONTAINED THEREIN, AND ANY AND ALL VNFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT (A) THE SITE AND VNFTS WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE 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(S). COMPANY DOES NOT REPRESENT OR WARRANT THAT SITE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
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 VNFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR VNFTS.
VNFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT COMPANY OR ANY COMPANY PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY VNFT.
WE WILL NOT BE LIABLE FOR ANY CANCELLATIONS OR MODIFICATIONS TO THE DATE, TIME, OR LOCATION OF THE EVENT. WHILE YOUR VNFT PERMITS YOU TO ACCESS THE EVENT, WE MAINTAIN THE RIGHT TO REFUSE ACCESS TO THE EVENT AT OUR SOLE DISCRETION.
We are not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the VNFTs. Company is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting VNFTs including forks, technical node issues or any other issues having fund losses as a result.
Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY 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, SITE CONTENT, THE SERVICES 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, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, SITE CONTENT, THE SERVICES 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.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Company, 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 and any of their respective owners, directors, officers, managers, members, employees, agents, and licensees (individually and collectively, the “Company 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(s), Site Content, or VNFTs, (c) your violation of these Terms, (c) your violation of the rights of a third party, including another user and (e) your failure to pay any Taxes or Sales Taxes in connection with your transactions on this Site or to provide us with a properly executed tax form described in Section 6. You agree to promptly notify us of any third party Claims and cooperate with Company and its affiliates in defending such Claims. You further agree that Company and its affiliates 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 US.
- Governing Law
These Terms, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of New York, as if these Terms are a contract wholly entered into and wholly performed within the State of New York. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF NEW YORK AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
Except as provided herein, if any part or parts of this Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect. If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
- Entire Agreement
These Terms comprise the entire agreement between you and us relating to your access to and use of the Site, Site Content and any VNFTs you have received, and supersede any and all prior discussions agreements, and understandings of any kind. 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.