PLEASE READ THESE TERMS OF SERVICE CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION AFFECTING YOUR LEGAL RIGHTS. THESE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT, WITH LIMITED EXCEPTIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
1. Introduction: Tellie provides a web3 platform to help creators of content find and connect with their audience without giving up rights of ownership in the content they create. Content creators can maintain token-gated pages on the Ethereum, Polygon, Flow, Binance Smart Chain and Avalanche blockchains. With Tellie Collections, creators can now mint non-fungible tokens (“NFTs”) on Polygon and sell them directly to fans. With the launch of Collections, Tellie users can discover and interact with each other directly to purchase, sell or transfer non-fungible tokens “NFTs” on public blockchains. Tellie is not a wallet provider, exchange, broker, financial institution or creditor. We do not have custody or control over the NFTs or blockchains you interact with on Tellie and we do not execute or effectuate purchases, sales or transfers of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.Tellie is not a party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, functionality or authenticity of NFTs or users visible on the Service, and any content associated with such NFTs or users.Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become a part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.
2. Accessing the Service – Use of Wallets: Your blockchain address functions as your identity on Tellie, so you need a blockchain address and third-party wallet to access the Service and perform NFT transactions on Tellie.
By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable wallet provider. Wallets are not operated by, maintained by, or affiliated with Tellie and Tellie does not have custody or control over the contents of your wallet. Tellie has no ability to retrieve or transfer the contents of your wallet. Tellie accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet or become concerned about the security of your wallet for any reason, you should contact your wallet provider.
You are solely responsible for your Tellie account and any associated wallet and Tellie is not liable for any acts or omissions by you in connection with your account or as a result of your Tellie account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect or become concerned about any security issue related to the Service or your Tellie account: https://telliesite.zendesk.com/hc/en-us/requests/new
Your access to and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Tellie, in its sole discretion, may elect to take. If your Tellie account becomes inactive for six months or longer, as determined by Tellie in its sole discretion, you understand that Tellie may disable your Tellie account.
3. Transaction Fees/Service Fees: All transactions on Tellie, including without limitation minting, tokenizing, bidding, listing, offering, or confirming, are facilitated by smart contracts existing on the Polygon network. The Polygon network requires the payment of a transaction fee (“Gas Fee”) for every Tellie transaction occurring on the Polygon network, which Gas Fee is absorbed by Tellie, and not passed through to the User. Because Gas Fees change, often unpredictably, and the amount of any Gas Fee is entirely outside the control of Tellie, a service fee of 7.5% (the “Service Fee”) is deducted by Tellie from the sale proceeds of each NFT transaction completed using the Service. Additional transaction fees such as conversion fees, pool fees, swapping fees and other third-party fees may apply to any transaction on Tellie. Like with Gas Fees, Tellie does not control, set or otherwise influence the amount of these fees in any way. You acknowledge that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on Tellie be invalidated, canceled, revoked, or otherwise unenforceable on the basis that the Gas Fee or any other fee associated with the given transaction was unknown, too high, or otherwise unacceptable.
4. One-Time Payments and Subscriptions. Tellie offers three tiers of service, as outlined below, to enhance your experience and features of the Services (or certain portions thereof). When you subscribe to a paid tier you agree to pay such fees, as outlined below. You have the option of making either a one-time payment (“One-Time Payment”) annually or monthly installment payment when purchasing a subscription (“Subscription”) for such use.
Tellie Tiers of Service:
TTier 1: Free Plan (“Tier 1”). The Tier 1 plan is free, and constitutes the default tier when you use our Service;
Tier 2: Site Builder (“Tier 2”);
Tier 3: Commerce (“Tier 3”).
5. General. Whether you make a One-Time Payment annually or monthly installments to purchase a Subscription to Tier 2 or Tier 3 (each, a “Transaction”), you expressly authorize us (or our third-party payment processor, Checkout.com) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars. Please review the Checkout.com and Chargebee (our subscription manager) Terms of Service linked here, as by purchasing a Subscription you are agreeing to comply with any applicable terms therein.
6. Subscriptions. If you purchase a Subscription, you will be charged the annual or monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each year or month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE TELLIE TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, Tellie will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Tellie. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
7. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to email@example.com. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.
8. Eligibility: You acknowledge and agree that you are an individual person at least 13 years old. Any registration, use, or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. If you are under 18 years of age, you represent that you have your parent or guardian’s permission to use the Service. Please have them read this Agreement with you. If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Service, you are subject to the terms of this Agreement and responsible for your child’s activity on the Service. If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement. Tellie reserves the right to remove any User who is not eligible to participate in the Beta or who is otherwise not appropriate to participate as reasonably determined by Tellie.
9. Compliance with Laws: You represent and warrant that you will comply with all applicable local, state and federal laws when using the Service. Without limiting the foregoing, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you have not been identified as a Specially Designated National or placed on any U.S. Government list or prohibited, sanctioned or restricted parties. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.
Tellie may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation may require, or to investigate a potential violation of these Terms. In such cases, Tellie, in its sole discretion, may disable your Tellie account and block your ability to access the Service until such additional information and documents are processed by Tellie. If you do not provide complete and accurate information in response to such a request, Tellie may, in its sole discretion, refuse to restore your access to the Service.
11. License to use the Service: Tellie grants you a limited, non-sublicensable, non-transferrable, non-exclusive, revocable license to access and use the Service subject to your compliance with the terms of this Agreement including any changes thereto which Tellie may implement from time to time at its sole discretion, and any other documentation and instructions Tellie provides. If any software, content or other materials owned by, controlled by or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service (and right to download a single copy of the Tellie application onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT.
12. Tellie Platform Ownership: As between you and Tellie, Tellie shall retain all title to and ownership of all technology developed and built on the Tellie platform including, but not limited to, all interactive code, modules, products, monetization services, and audience mechanics. You shall not: (1) reproduce (including, but not limited to, taking screenshots of) any part of the Tellie platform or viewing experience; (2) rent, sell, lease or otherwise transfer your Tellie account or any part thereof or use it for the benefit of a third party; or (3) reverse assemble, reverse compile, or reverse engineer any part of Tellie, or otherwise attempt to discover any Tellie source code or underlying Proprietary Information (as that term is defined below).
The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials and all content and other materials contained therein, including, without limitation, the Tellie logo and all designs, text, graphics, pictures, data, software, audio files, other files, and the selection and arrangement thereof are the proprietary property of Tellie or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.
13. Third-Party Content and Services: As a web3 service, Tellie facilitates users creating, exploring, publishing, buying and selling NFTs to and from other users, and interacting with various blockchains. Tellie does not make any representations or warranties about any content or NFT visible through the Service, including any content associated with NFTs displayed on the Service. By accessing the Service, you agree to bear full responsibility for verifying the legitimacy, authenticity, and legality of NFTs you purchase from other users. Tellie does not guarantee that any content or NFT will always remain visible and/or available to be bought, sold or transferred.
NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”). For example, when you click to get more details about any of the NFTs visible on Tellie, you may notice that a third-party link to the creator’s website. Such website may include Purchase Terms governing the use of the NFT that you will be required to comply with. Tellie is not a party to any such Purchase Terms, which are solely between the buyer and the seller. The buyer and the seller are entirely responsible for communicating, agreeing to and enforcing such Purchase Terms. Regardless of whether you are the buyer or the seller, you are solely responsible for reviewing and understanding such Purchase Terms applicable to any NFT you may buy or sell on Tellie.
The Service may also utilize or contain links or functionality that access or use third-party websites, applications and/or services (“Third-Party Providers”), including the display, inclusion or availability of content, data, information, services, applications or materials from such Third-Party Providers (“Third-Party Materials”). By accessing the Service, you agree to be subject to the terms and conditions (including privacy policies) of any Third-Party Providers whose website, applications, services or Third-Party Materials you access or use through accessing the Service. Tellie does not control these Third-Party Providers or Third-Party Materials, does not guarantee the performance, any service level or any service quality of such Third=Party Providers or Third-Party Materials, and is not responsible or liable for any harm, damage, delay, service interruption or malfunction caused by any Third-Party Providers or Third-Party Materials. Tellie does not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Providers or Third-Party Materials. Your use of any links to Third-Party Providers is at your own risk.
14. Content Responsibility: You are legally responsible for any content you submit to or make available through the Service, including videos you add into the player and all text entry, images, audio, videos, web embeds, or other information you add as branding or Tiles (defined below) (collectively, “Your Content”). Your Content must not include any third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. Tellie retains the right to remove any portion of Your Content from the Service and/or terminate your Account if it deems that Your Content infringes the rights of a third party or is otherwise unlawful.
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, including NFTs, that you create, submit, post, promote, display or sell on or through the Service. 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 to grant Tellie the license(s) described herein and throughout these Terms, and that the content does not violate any laws.
15. Content Ownership, License & Removal: You retain ownership rights in Your Content, which includes videos you add to the player and images you add to the branding and Tiles. By providing, uploading, or otherwise making Your Content available through the Service, you grant Tellie a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to display, reproduce, perform, and prepare derivative works from such content on Tell.ie. You also grant each other user of Tellie a non-exclusive, royalty-free license to access and interact with Your Content on Tellie, only as enabled by a feature of Tellie. For clarity, this license does not grant any rights or permissions for any other user to make use of Your Content independent of Tellie. You may remove Your Content at any time, though Tellie may retain some or all of Your Content if, in its sole discretion, it is required by law or to protect its legal rights.
16. Confidentiality: The Beta is designed to assist Tellie in analyzing, experimenting, improving, and testing certain features to provide the best experience to Users on the Tellie Platform. During the Beta, Tellie may disclose to you or you may have access to certain proprietary information owned or licensed by Tellie such as unreleased and experimental features or plans that shall be considered Tellie’s “Confidential Information,” which you agree to treat as confidential. In furtherance, but not limitation, of the foregoing, you agree to (a) only use the Beta and Confidential Information as permitted by Tellie; (b) not disclose Confidential Information to any third parties without the written consent of Tellie; and (c) take all reasonable measures to maintain the confidentiality of the Confidential Information and to prevent the unauthorized use, dissemination, or publication of Confidential Information.
17. Community Guidelines/User Conduct: At Tellie, our mission is to help creators express their creativity while making a sustainable living online. We want to empower creators to build immersive spaces where they can integrate all the places they live online. However, to protect our community and comply with our legal obligations, we reserve the right to take action, with or without advance notice, if we believe that you have violated these Terms in any way. These actions may include: removing the ability to view certain pages or NFTs on the Service or use the Service to interact with the NFTs; disabling the ability to use the Service in conjunction with buying/selling/transferring NFTs available on blockchains; disabling your ability to access the Service; and/or other actions that Tellie, in its sole discretion, may take.
You agree that you will not violate any law, contract, intellectual property right or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You further agree that you will not use the Service to engage in behavior or submit content, including NFTs, that includes the following:
• violent or threatening content;
• harmful or suicidal content;
• revealing personally identifiable or private information of others;
illegal behavior or criminal activity;
• discrimination or promoting hatred, self-harm or violence toward individual groups based on race, ethnicity, national origin, religious affiliation, gender identity, sexual orientation, age, or disability; and
• nudity or sexually explicit content;
• child sexual exploitation;
• buying, selling or transferring stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
• money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or Tellie;
• using the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling or buying securities, commodities, options or debt instruments;
• using the Service to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
• using the Service to engage in price manipulation, fraud or other deceptive, misleading or manipulative activity;
• using the Service, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the law of, any Embargoed Jurisdiction; or (c) any legal person owned or controlled, directly or indirectly, by any natural person or legal person located in, ordinarily resident in, or organized under the laws of any Embargoed Jurisdiction;
• using or attempting to use another user’s Tellie account with authorization from such user:posing as another person or entity to access the Service;
• using a wallet to engage in a transaction on Tellie that is owned or controlled, in whole or in part, by any other person;
• accessing the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, without our prior written permission;
• distributing spam, including through sending unwanted NFTs to other users;
• using the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden or impair the functioning of the Service in any manner;
• bypassing or ignoring any instructions that control access to the Service, including attempting to circumvent token gates;
• using any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by Tellie to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
• reverse engineering, duplicating, decompiling, disassembling, or decoding any aspect of the Service or doing anything that might discover source code or bypass or circumvent measures employed to limit access to any page, service, area or code of the Service;
• actions having the intention or effect of artificially causing an item or collection of items to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that Tellie might use to sort search results;
• selling or reselling the Service or attempting to circumvent any Tellie fee systems, such as any fees or costs associated with NFT transactions;
• infringing or violating the intellectual property rights or any other rights of others; or
• using the Service in any manner that is intended to or could interfere with, disrupt, negatively impact or inhibit other users from fully enjoying the Service.
Furthermore, bullying and harassment on the Service is strictly forbidden. If you become aware of any content or behavior on the Service that you feel violates the spirit of what is listed here and/or creates an unsafe environment for anyone using the Service, please let us know immediately. We at all times reserve the right to reject, remove, or delete your content or any other content in our sole discretion. By agreeing to these Terms of Service, you agree to comply with our Community Guidelines.
You acknowledge and agree that you are solely responsible for verifying the authenticity, legitimacy, identity and other details about any content, NFT, collection or account that you create, view or otherwise interact with in conjunction with the Service. Tellie makes no guarantee, promise, representation or warranty about the identity, legitimacy or authenticity of any account, content, collection or NFT on the Service.
18. Tellie Intellectual Property Rights: Tellie owns all intellectual property rights in the Service absolutely and in their entirety, including, but not limited to, database rights, copyright, patents, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together (collectively, “Tellie Property”) with the right to apply for protection of the same. All Tellie Property is protected by copyright, trademark, and other intellectual property laws. Tellie’s name, logo, trademarks and any Tellie products or service names, e.g., “Tellie Collections”, designs, logos, and slogans are the intellectual property of Tellie and our affiliates and licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Tellie” or any other name, trademark or product or service name of Tellie or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of Tellie and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, logos, service marks, company or product names used or available through the Service 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 Tellie.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“Submissions”) you provide during the Beta are non-confidential and shall become the sole property of Tellie, and Tellie shall be entitled to the unrestricted use and dissemination of the Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
You may not use our trademarks for any purpose without the express written permission of Tellie. Your permitted use of and access to the Service shall not confer any rights to you beyond those expressly granted in this Agreement nor be construed as conferring on you or any third party any license or right, by implication, estoppel, or otherwise, under any law, rule, or regulation.
19. Digital Millennium Copyright Act (“DMCA”)
Tellie respects the intellectual property of others. If you believe in good faith that any materials in or available through the Service infringe upon your copyright, please send the following information to Tellie’s Copyright Agent identified below:
• a description of the copyrighted work that you claim has been infringed, including the specific location on the Services where the material you claim is infringed is located;
• a description of the location where the original or an authorized copy of the copyrighted work exists;
• your address, telephone number, and e-mail address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
DMCA notices must meet current statutory requirements imposed by the DMCA. Please send DMCA notices to Tellie’s Copyright Agent at the following address or by email (subject line “DMCA Communication”):
Strimmerz Media, Inc.
P.O. Box 74012
Los Angeles, CA 90004
20. Changes to this Agreement. Tellie reserves the right to update this Agreement from time to time. We will notify you when we make changes to these Terms by posting the revised Agreement and by revising the “Effective Date” date at the top of this page.
All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. Your continued use of the Service following such posting of any revised Agreement means that you accept and agree to the changes. You are encouraged to check this page each time you access the Service so that you are aware of any changes, as they are binding on you. It is your responsibility to review these Terms from time to time to ensure that you are aware of, and understand the terms and conditions that apply when you access or use the Service.
21. Changes to the Service. Tellie reserves the right to modify or discontinue the Service or charge for the Service at any time without notice. Modifications may include, but are not limited to, the addition of fees, and the manner of providing or operating of the Service. We shall not be liable to you or any third party should we modify or discontinue Services and any new feature, addition, or enhancement to the Services shall also be subject to these Terms.
22. Warranty Disclaimer: YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE BETA VERSION OFTHE SERVICE IS EXPERIMENTAL AND IS PROVIDED “AS IS” AND “AS AVAILABLE” AND MAY NOT BE FUNCTIONAL ON ANY DEVICE OR MACHINE OR IN ANY ENVIRONMENT. TELLIE MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY FOR WHETHER THE SERVICE (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. THE SERVICE IS PROVIDED PURELY AS A PLATFORM ON WHICH USERS MAY UPLOAD, POST AND VIEW CONTENT, AS WELL AS TRANSACT IN NFTs. TELLIE DOES NOT PROVIDE ANY ENTERTAINMENT OR OTHER SERVICES AND DOES NOT EXERCISE ANY CONTROL OVER ANY USER CONTENT EXCEPT AS EXPRESSLY NOTED IN THESE TERMS. USERS ARE SOLELY RESPONSIBLE FOR THEIR INTERACTION WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND AND ACKNOWLEDGE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, TELLIE DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
TELLIE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR ANY USE OF CONTENT OR USE, MINTING, PURCHASE OR SALE OF NFTs, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECT TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ERROR OR MALFUNCTION IN GATING FEATURE(S) OR FUNCTIONALITY; OR (E) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTs.
YOU UNDERSTAND THAT NFTs EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G. POLYGON.ANY PURCHASES, SALES OR TRANSFERS OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G. POLYGON). TELLIE CANNOT AFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFT OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
TELLIE IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY RESULTING FROM VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G. WALLET, SMART CONTRACT), BLOCKCHAIN OR ANY OTHER FEATURES OF ANY NFT. TELLIE IS NOT RESPONSIBLE FOR ANY LOSS OR INJURY RESULTING FROM LATE REPORTS (OR NO REPORTS AT ALL) BY DEVELOPERS OR THEIR REPRESENTATIVES OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING ANY NFT, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES.
Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
23. Assumption of Risk: You understand, acknowledge and agree that:
• The value of an NFT is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
• The regulatory regime governing blockchain technologies, NFTs, cryptocurrency and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
• 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 tax authorities. Tellie is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your NFTs.
• There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may be become untransferable. You acknowledge and agree that it is your sole responsibility, and you represent and warrant that you have done sufficient research before making any decisions to purchase, obtain, sell, transfer or otherwise interact with any NFTs or accounts through the Service.
• Tellie does not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Tellie has no ability to reverse any transactions on the blockchain.
• There are risks associated with using internet and blockchain based products, including, but not limited to, risk associated with hardware, software, and internet connections; risks of malicious software, risk that third parties may obtain unauthorized access to your third-party wallet or account. You accept and acknowledge that Tellie will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Service or any blockchain network, however caused.
• The Service relies on third-party platforms and/or vendors and service providers. Your use of the Service may be adversely impacted if Tellie is unable to maintain a good relationship with any such platform, vendor or service provider; if the terms and conditions or pricing of such platforms, vendors or service providers change; if Tellie violates or cannot comply with the terms and conditions of such platforms, vendors or service providers; or if any of such platforms, vendors or service providers lose market share or fall out of favor or are unavailable for any period of time.
• Tellie reserves the right to hide collections, contracts, NFTs and items affected by any of these issues, or by other issues, at any time in its sole discretion. Items you mint, purchase, obtain, sell or transfer may become inaccessible on Tellie. Under no circumstances shall the inability to view items on Tellie or any inability to use the Service in connection with the purchase, sale or transfer of items available on any blockchain serve as grounds for a claim against Tellie.
• In the event of any dispute between or among you and any other user(s), you agree to release Tellie from any and all claims, demands, and damages of any kind and nature, know or unknown, arising out of or in any way connected with such dispute(s). In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include those claims which you may know or suspect exist in your favor at the time of agreeing to this release.
24. Limitation of Liability: EXCEPT AS REQUIRED BY APPLICABLE LAW, TELLIE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; OR PUNITIVE DAMAGES DIRECTLY OR INDIRECTLY CAUSED BY:
1. ERRORS, MALFUNCTIONS, MISTAKES, OR INACCURACIES ON THE SERVICE;
2. PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE;
3. ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE;
4. ANY INTERRUPTION OR CESSATION OF THE SERVICE;
5. ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;
6. ANY CONTENT WHETHER SUBMITTED BY A USER OR TELLIE, INCLUDING YOUR USE OF CONTENT; AND/OR
7. THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT.
THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. TELLIE AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TELLIE IN THE 12 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO TELLIE, OF THE CLAIM; AND (B) USD $100.
25. Indemnity: To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Tellie, its parent, and affiliates, and their respective past, present and future officers, directors, employees, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs (including but not limited to court costs, arbitration costs, costs of settlement, indemnification or insurance) ,debt, taxes, penalties and expenses (including but not limited to attorney’s fees) arising from or related to: (i) your violation of any term of this Agreement; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (iii) any claim that Your Content caused damage to a third party; (iv) your use or misuse of the Service; or (v) your negligence or willful misconduct You agree to notify Tellie promptly of any claims against you relating to your use of the Service and to cooperate with Tellie in defense of such claims. You further agree Tellie shall have control over the defense or settlement of any such claims. The entirety of this defense and indemnification obligation set forth in this paragraph will survive this Agreement and your use of the Service.
26. Dispute Resolution; Arbitration: PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE ANY DISPUTES WITH TELLIE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM TELLIE. THIS SECTION DOES NOT GOVERN DISPUTES BETWEEN USERS OR BETWEEN USERS AND THIRD PARTIES. TELLIE DOES NOT PROVIDE DISPUTE RESOLUTION SERVICES FOR SUCH DISPUTES AND THE PARTIES MUST RESOLVE THOSE DISPUTES DIRECTLY.
• Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any content, items, or products, including NFTs, accessed, obtained, purchased, sold or transferred by using the Service, or to any aspect of your relationship with Tellie, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (1) your or Tellie may assert claims in small claims court, but only if the claim(s) qualify, the claims remain only in such court, and the claims remain on an individual, non-representative and non-class basis; and (2) you or Tellie may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
• Dispute Resolution Process. You and Tellie both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim a desired resolution to: 4470 W Sunset Blvd, Suite 107, PMB 90156, Los Angeles, CA 90027. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if Tellie is represented by counsel, our counsel may participate in the Conference and Tellie agrees to have a Tellie representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify,
• Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to our registered agent at Tellie 4470 W Sunset Blvd, Suite 107, PMB 90156, Los Angeles, CA 90027. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and the JAMS’s Consumer Minimum Standards then in effect. All other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards then in effect. JAMS’s rules are available at JAMS website or by calling 213-620-1133. If JAMS is not available to arbitrate, the parties will select and alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/other fees and cannot obtain a waiver from JAMS, Tellie will pay such fees if you have complied with the dispute resolution process set forth above, In addition, Tellie will reimburse all such JAM] filing, administrative, hearing and/or other fees totaling less than $10,000 unless the arbitrator determines that the claims are frivolous or you did not comply with the dispute resolution process set forth above, except that if you have initiated the arbitration claim, you still will be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses. You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, in person or in your hometown area (if you live in the United States), or at another mutually agreed upon location that is reasonably convenient to you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Tellie. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive or all or part of any claim. The arbitrator shall have authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculations of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
• Waiver of Jury Trial. YOU AND TELLIE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHT TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Tellie are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the first bullet of this Section 21, above (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
• Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Tellie agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in Los Angeles. All other claims shall be arbitrated.
• Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under applicable 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 Arbitration Agreement shall continue in full force and effect.
• Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Tellie.
• Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Tellie makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to Tellie at the following address: 4470 W Sunset Blvd, Suite 107, PMB 90156, Los Angeles, CA 90027.
27. Modifications to the Service. Tellie reserves the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features, functions or parts thereof) at any time, without any liability as a result.
28. Controlling Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions therein.
29. Data Plans and Costs: We advise you to use the Service with a data plan with unlimited or very high data usage limits. Tellie shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access and use the Service. You understand and agree that we have no control over third party networks you may use, access or be required to access in the use of the Service and therefore, delays and disruptions of or by other network transmissions are completely beyond our control.
31. Term and Termination. These Terms are effective once you access or use the Service or when you create your account. If you breach or violate any provision of these Terms, any license(s) granted to you by Tellie hereunder is/are automatically terminated. Tellie may terminate or suspend your access to all or part of the Service with or without notice anytime for any or no reason, including without limitation, any violation of this Agreement. Upon termination or suspension, your right to use the Service shall immediately cease and you acknowledge and agree that we may deactivate or delete your account and all related information and bar any further access to such files or information. You acknowledge and agree that Tellie shall have no liability to you in such event and that you will not be entitled to a refund of any amounts previously paid by you to Tellie or to any third party in connection with your access and/or use of the Service.
32. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Tellie for which monetary damages would not adequately compensate Tellie. Tellie is thus entitled to equitable relief in addition to any remedy it may have hereunder or at law, without requiring a bond, other security or proof of damages.
33. California Residents. 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 Services 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.
34. Severability: In the event any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement and all other provisions shall otherwise remain in full force and effect and enforceable.
35. Survival. All sections herein 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 Tellie or you, Termination will not limit any of Tellie’s other rights or remedies at law or in equity.
37. Entire Agreement: This Agreement and other policies posted on the Service constitute the entire agreement between the parties pertaining to this subject matter.