TERMS OF SERVICE
These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Collector”) and LESNYC, LLC, a limited liability company organized under the laws of New Jersey (“LESNYC,” “we,” “us,” or “our”).
I. ACCEPTANCE OF TERMS
LESNYC provides its services (described below) to you, the Collector, through its website and application program interface located at www.LESNYC.com (the “Website”), subject to the following Terms of Service (the “Terms”). By using or accessing the Website, you acknowledge that you have read and agree to these Terms.
LESNYC may change or amend these Terms at any time at its sole and absolute discretion. We encourage you to review these Terms and to check periodically for any updates or changes.
Collector must be at least thirteen (13) years old to access and use the Website; provided, if you are between the ages of thirteen (13) and eighteen (18) years old (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of your primary residence) you may only access and use the Website with the prior permission of your parent or legal guardian, and you represent and warrant to us that you have such permission and that your parent or legal guardian has reviewed and discussed these terms of service with you. Contests, as defined hereafter, have additional eligibility requirements, which are defined in the Official Contest Rules.
Collector must not be located in a country that is subject to an economic sanction or embargo issued by the United States government, or that has been designated by the United States government as a sponsor of terrorism.
III. DESCRIPTION OF SERVICES
LESNYC provides a collection of non-fungible tokens (“NFTs”) stored on the Ethereum blockchain.
IV. TERMS OF SALE
LESNYC provides original artwork that was minted and authenticated as NFTs. In exchange for payment, or as part of a promotional event (hereafter “Contest”), Collector is granted a NFT. The acquisition of the NFT does not grant any profit-sharing interest or equity in LESNYC, nor does the acquisition of the NFT grant any ownership of intellectual property. The transfer of any NFT subject to these Terms of Service is also subject to the separate LESNYC NFT License Agreement (the “License”). All Sweepstakes are subject to the separate Official Contest Rules.
Collector must link a Web3 Wallet (MetaMask, Fortmatic, WalletConnect) to the online marketplace operated by Ozone Networks, Inc. d/b/a OpenSea (“OpenSea”) and use Ethereum (ETH) cryptocurrency from your Web3 Wallet to complete your purchase.
LESNYC will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With this in mind, LESNYC will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Website, or using the smart contracts, or any other transactions that you conduct via the Ethereum network or a Web3 Wallet.
Collector is responsible for any sales, use, value-added or other governmental taxes, fees or duties due with respect to your order.
Collector represents and warrants that any purchase of an NFT by you is solely for your personal collection, use and enjoyment, and not for speculative or investment purposes, or for use as a substitute for currency or other medium of exchange.
VI. FORCE MAJEURE
LESNYC shall not be considered to be in default or breach of these Terms, and shall be excused from performance or liability for damages to Collector, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of these Terms, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, cryptocurrency or NFT market crash, smart contract failure, computer hack, DDoS attack, pandemic, labor strike, sabotage, failure of suppliers of materials, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond LESNYC’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities. Any party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. LESNYC shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations.
LESNYC owns the name and mark and other intellectual property and proprietary technologies that constitute the brand image by which LESNYC is known to the public. Intellectual property and proprietary technologies owned by LESNYC, include, but are not limited to: LESNYC smart contracts, logos, trademarks, product names, service marks, and copyrightable works, including but not limited to content of its internet sites, user interface, and metadata as it relates to LESNYC.
VIII. RIGHT TO PERSONAL USE
LESNYC grants to the Collector a worldwide non-exclusive, assignable, perpetual, and royalty-free license to display the NFT solely for non-commercial purposes, given that such display right may only be assigned to a subsequent Collector of the NFT simultaneously with the transfer of ownership of the NFT and this agreement.
IX. DERIVATIVE RIGHT
LESNYC grants to the Collector full commercial license to use the underlying artwork in the purchased LESNYC NFT for creating derivative works. This permits the Collector to produce commercial products, but not to use the “LESNYC” name or logo in relation to that product. Collector may identify commercial products with the LESNYC token ID to signify ownership of the purchased NFT. The Derivative Rights are effective so long as the Collector owns that same purchased LESNYC NFT at the time of the derivative’s creation. A subsequent Collector is not entitled to ownership of derivatives produced by a previous Collector.
The Collector agrees to not use the purchased LESNYC NFT in a derivative work that depicts or encourages illegal acts, or involves pornography, racism, obscenity, violence, libel, or slander.
By purchasing a LESNYC NFT, the Collector acknowledges and agrees that these Terms are binding on subsequent LESNYC NFT collectors and any succeeding collectors, causing all collectors of the purchased LESNYC NFT to be subject to these Terms.
XII. RULES OF CONDUCT
As a part of using the LESNYC website, Collector agrees to not:
- Modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software created by LESNYC.
- Hack, crack, phish, SQL inject, or otherwise threaten or actually harm the security of our systems or those of other collectors.
- Infringe on the intellectual property rights of LESNYC and its artists.
- Do anything that infringes on the rights of LESNYC or a third party.
XIII. ASSUMPTION OF RISK
Website and/or OpenSea transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including NFTs, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Collector acknowledges and agrees that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., “forks”) which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your cryptocurrency or NFT, or lost opportunities to buy or sell NFTs.
XIV. DISCLAIMER OF WARRANTIES
THIS WEBSITE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. BY USING THIS WEBSITE, COLLECTOR ACCEPTS SOLE RESPONSIBILITY FOR ANY AND ALL TRANSACTIONS INVOLVING LESNYC NFT COLLECTIBLES.
XV. LIMITATION OF LIABILITY
COLLECTOR AGREES TO HOLD US, OUR AFFILIATED AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, LICENSEES AND ASSIGNS, HARMLESS FROM ANY LOSSES, DAMAGES, CLAIMS, COSTS AND EXPENSES YOU MAY INCUR AS A CONSEQUENCE OF MINTING (OR ATTEMPTING TO MINT) YOUR NFT.
XVI. DISPUTE RESOLUTION
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. COLLECTOR AGREES TO WAIVE ANY CLASS ACTION STATUS, CLASS ARBITRATION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. IF A DISPUTE BETWEEN LESNYC AND COLLECTOR ARISES, THEN THE DISPUTE SHALL BE DETERMINED AND RESOLVED BY BINDING ARBITRATION IN NEW JERSEY IN ACCORDANCE WITH THE COMMERCIAL RULES OF ARBITRATION (“RULES”) OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES (“JAMS”) BEFORE ONE ARBITRATOR APPLYING THE LAWS OF THE STATE OF NEW JERSEY. THE ARBITRATOR SHALL BE SELECTED BY THE PROCEDURES PRESCRIBED BY THE JAMS RULES. ANY AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL AND BINDING UPON LESNYC AND COLLECTOR, AND JUDGMENT THEREOF MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE COSTS SHALL BE BORNE BY THE PARTY THAT INITIATES ARBITRATION.
LESNYC will not collect any cookies, IP addresses, or Collector data in connection with your use of the Website. This is subject to change. Collector understands that LESNYC may work with third-party applications that collect data, such as Discord, Collab.Land, or MetaLink for NFT holder verifications or giveaways. Additionally, Collector understands that the Ethereum network is a public blockchain and all of your transaction history initiated through the Website will be made public.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Terms.
XIX. OVERNING LAW
These Terms will be governed exclusively by the laws of New Jersey without regard to its conflict of laws provisions that would cause the application of the laws of any other jurisdiction. Any dispute between LESNYC and Collector that is not subject to arbitration will be resolved in the state or federal courts located in Newark, New Jersey. Collector understands and agrees that your use of the Website as contemplated by these Terms shall be deemed to have occurred in New Jersey. Collector consents to the jurisdiction of such courts, agrees to accept service of process by mail, and waives any jurisdictional or venue defenses otherwise available.