TERMS & CONDITIONS
Road Crates may terminate your use of the Site and its contract with you if you do not comply with these Terms.
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND WAIVER OF A RIGHT (IF ANY) TO A JURY TRIAL. ANY DISPUTE BETWEEN YOU AND ROAD CRATES MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION, AS MORE FULLY DESCRIBED BELOW.
Online Site Terms
By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services. Road Crates is a collection of works of authorship owned or controlled by Road Crates (“Digital Content”) that are associated with a NFT running on the Ethereum network (collectively, each NFT with the right to access the Digital Content associated with such NFT is a ”Digital Collectible”). This website is only an interface allowing participants to purchase Digital Collectibles.
Purchasers of NFTs are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the Road Crates smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions. This website and its connected Services are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility and risk for any and all transactions involving Road Crates Digital Collectibles and involving NFTs generally.
i. You Own the NFT. Each Monster is an NFT on the Ethereum blockchain. When you purchase a NFT, you own the underlying Monster, including the copyright and intellectual property rights therein (but excluding any right, title or interest in the Marks, as defined below). To fully effect the foregoing, subject to Road Crates’ ownership of the Marks and retained rights set forth in subsection (ii) below, Road Crates hereby assigns all right, title and interest in and to the Digital Collectible, including Road Crates’ copyright and intellectual property rights in and to such Digital Collectible, to you, including the right to reproduce, adapt, modify, publicly display and perform, publish, and create derivative works of such Digital Collectible. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any Digital Collectible.
ii. Reserved Rights. Notwithstanding the grant of rights set forth above, Road Crates reserves to itself the right and license to modify, adapt, publicly display and perform, publish and creative derivative works of any Digital Collectible (i.e., any individual Monster or aggregation of Monsters) for any purpose, including without limitation, to advertise or promote the fact that a Monster was issued as a Digital Collectible, or to create artwork, stories, graphic art, figurines, models or any other derivative work of a Digital Collectible (i.e., any Monster or aggregation of Monsters). To fully effect the foregoing reservation of rights, and/or to the extent the foregoing reservation of rights is not effective under applicable law, you hereby grant to Road Crates a non-exclusive, perpetual, worldwide, royalty-free, fully paid up, fully sub-licensable and transferable license to modify, adapt, publicly display and perform, publish and creative derivative works of any Digital Collectible for any purpose.
iii. Commercial Use. Notwithstanding the grant of ownership to you in your Digital Collectible as set forth herein, you will not use the Digital Collectible for your or any third party’s commercial benefit or personal gain (including, without limitation, crowd-funding or similar activities), or create, sell, or attempt to create or sell, fractionalized interests in the Digital Collectible. Road Crates may use or implement technical measures with respect to the security of the Digital Collectible and you will not take any action to interfere with, circumvent, disable or otherwise obstruct any such security-related features or other digital rights management functions, or reverse engineer or take any other action that may affect the technology associated therewith.
Use of NFTs
THE NFT IS A DIGITAL COLLECTIBLE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE U.S. FEDERAL SECURITIES LAWS, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE. In addition, you acknowledge and agree that:
The prices of NFTs can be extremely volatile and subjective, and NFTs have no intrinsic value. To the extent there is a price or market for a blockchain asset such as an NFT, (a) the volatility in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including NFTs, and (b) there is no guarantee that NFTs will have or retain any value. NFTs are not securities or financial instruments and are not offered for investment purposes;
The commercial or market value of NFTs may materially diminish in value as a result of a variety of things, including negative publicity associated with Road Crates. You accept and acknowledge that Road Crates is not responsible for the risks of engaging in any transactions relating to your NFTs with third parties (e.g., transferring your NFT from a third party on any so-called “secondary market”). You should not rely on these Terms or anything on the Site for legal advice regarding your NFT;
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the ecosystem and platforms for the sale and exchange of NFTs, and therefore the potential utility or value of your NFTs. You accept and acknowledge that
Road Crates is not responsible for the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs;
Road Crates does not make any promises or guarantees related to MetaMask Wallet, OpenSea, Ethereum, Blockchain or any other third parties related to the sale or exchange of the NFTs and each of their applications and/or services, including, but not limited to, the continued availability of either and/or the protection and/or storage of any data you may provide to those parties.
All names, terms, logos, slogans and other indicia identifying the Site or products (collectively, “Marks”) are owned by Road Crates, including the trademark and source identifier MONSTER MASH. You will not attempt to trademark, copyright or otherwise acquire any additional intellectual property rights in or to the Site or any trademark, service mark or source-identifier associated with the Digital Collectible.
Sale of Your NFT on the Secondary Market
The limited license set forth in these Terms applies only to the extent you continue to own the NFT. You may sell, assign or otherwise transfer the NFT to a third party, provided that all of the following conditions are met:
- such sale, assignment or other transfer is conducted through an online non-fungible token platform that cryptographically verifies that you are the actual owner of the NFT being transferred (“Platform”);
- such sale, assignment or other transfer must comply with (i) such Platform’s applicable terms and (ii) any applicable laws, regulations, regulatory guidance, and rules; and
- prior to such sale, assignment or other transfer, you must (i) provide written notice to the would-be transferee that such transferee’s use of (including any access to) the Digital Collectible will be conditional upon such transferee entering into the then-current version of these Terms, and (ii) ensure that such transferee is provided with an opportunity to review these Terms.
If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your NFT for any reason through any means, your rights under these Terms will immediately terminate (without the requirement of notice) with respect to the Digital Content associated with your NFT. Your rights under these Terms will also immediately terminate (without the requirement of notice) if you breach these Terms.
You acknowledge and agree that Road Crates or its designee(s) may receive a royalty from or in connection with your sale of, and any other future sale of, the NFT to compensate Road Crates or its designees for the initial development of the NFT and licensing and development of IP and the Digital Content. The royalty will be embedded in the NFT via a smart contract. You agree that such fee is initiated, transferred, and processed through the smart contract.
Errors, Inaccuracies and Omissions
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
Warranty Disclaimers and Waiver
THE SITE, AND ALL SITE CONTENT, ALL ROAD CRATES PRODUCTS AND SERVICES (INCLUDING THE NFTs), AND OTHER MATERIALS, INFORMATION, PRODUCTS, AND SERVICES INCLUDED IN OR MADE AVAILABLE IN CONNECTION WITH THE WEBSITE ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. ROAD CRATES EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. ROAD CRATES ALSO DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, COMPATIBILITY, AND PERFORMANCE OF THE WEBSITE INFORMATION THEREON OR THE NFTs. ROAD CRATES FURTHER DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH ANY CONTENT ON THE SITE. FINALLY, ROAD CRATES DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR IN CONNECTION WITH THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE.
YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST ROAD CRATES, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WITH RESPECT TO THE SITE (INCLUDING THE NFTs), ANY CONTENT ON THE SITE, AND ANY ROAD CRATES PRODUCTS AND/OR SERVICES (INCLUDING THE NFTs), AS WELL AS ANY CONTENT YOU PROVIDE TO THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION).
LIMITATION OF LIABILITY
Road Crates will not be liable under any theory of law, for all or any damages, claims, causes of action, complaints, suits, obligations, losses, damages (such as, but not limited to, punitive damages, breach of contract damages, loss of profits, business interruption, loss of information or data, costs of replacement goods or attorneys’ fees, expenses or court costs), and/or all other legal responsibilities of any form whatsoever, whether known or unknown, whether fixed or contingent, under any theory of law or equity, arising out of or relating to your use or inability to use the Site, the NFTs, Digital Collectibles, or resulting from use of or reliance on the information present, even if Road Crates may have been advised of the possibility of such damages. If you are dissatisfied with the Site, the NFTs, you do not agree with any part of these Terms, or you have any other dispute or claim with or against Road Crates with respect to these Terms, the NFTs, the Digital Collectibles or the Site, then your sole and exclusive remedy is to discontinue using the Site. IN NO EVENT WILL YOU HAVE RECOURSE AGAINST ROAD CRATES FOR ANY CLAIMS OR LOSSES WITH RESPECT TO ANY NFT YOU HAVE PURCHASED. IN NO EVENT WILL ROAD CRATES BE LIABLE FOR ANY (I) LOSS OF, OR INABILITY FOR YOU TO ACCESS THE NFT FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY DOWNTIME, FAILURE, OBSOLESCENCE, REMOVAL, TERMINATION, FAILURE TO IMPLEMENT ANY TECHNICAL OR OTHER CONTINGENCIES, OR OTHER DISRUPTION RELATING TO THE STORAGE OF OR ACCESS TO ANY NFT OR (II) INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER NON-DIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The exclusion of damages under this section is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from (i) breach of contract, (ii) breach of warranty, (iii) negligence, or (iv) any other cause of action. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. In any event, Road Crates Inc’s aggregate liability shall not exceed USD $100.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
You agree to indemnify, defend and hold harmless Road Crates subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, arising out of or related to your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any policies or operating rules posted by us on this site or in respect to the Site or the NFTs constitutes the entire agreement and understanding between you and us and govern your use of the Site of the NFTs, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
Applicable Law; Disputes
Mandatory Arbitration Provisions
ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR THE DIGITAL COLLECTIBLE, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND ROAD CRATES (AND, IF APPLICABLE, ITS LICENSORS), WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT YOU AND ROAD CRATES (AND, IF APPLICABLE, ITS LICENSORS) ARE EACH WAIVING ANY RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.
YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
OPTION TO OPT OUT. YOU MAY OPT OUT OF THESE ARBITRATION AND CLASS ACTION PROVISIONS BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THESE TERMS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.
PROCEDURE TO OPT OUT OF ARBITRATION. IF YOU DO NOT WISH TO AGREE TO THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT, YOU MUST, WITHIN THIRTY (30) DAYS OF ACQUIRING OWNERSHIP OF THE APPLICABLE NFT, SEND AN E-MAIL TO SUPPORT@ROADCRATES.COM CONTAINING YOUR FULL NAME, ADDRESS, IDENTIFYING INFORMATION FOR THE APPLICABLE NFT, THE DATE ON WHICH YOU ACQUIRED SUCH NFT, AND THE WORDS “OPT OUT” IN THE BODY OR SUBJECT LINE OF THE EMAIL.