Terms of Sale
I. Introduction
When you purchase a LBR Ledger LLC (“LBR”) non-fungible token (“NFT”) you are agreeing to the Terms of Sale (“TOS”) which shall apply to you and any subsequent person to whom you sell the NFT to. All LBR NFTs procured by you are subject to these TOS, along with any applicable LBR Website Terms and Conditions and Privacy Policy existing at the time. The TOS, Website Terms and Conditions, and Privacy Policy constitute the entire agreement and supersede any prior discussions, representations, undertakings, and agreements.
These TOS contain very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply. Please read these TOS carefully.
THESE TOS ARE SUBJECT TO A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. IF YOU DO NOT AGREE TO THESE TOS, DO NOT USE OUR WEBSITE OR SERVICES.
II. Use of Website/Security
Use of www.lbrledger.io and/or the LBR Marketplace (the “Website”) may require the connection of a supported electronic wallet which will enable you to purchase and store collectibles that you purchase via the Website. You are responsible for security of your electronic wallet and its contents. Transactions that take place on the Website are managed and confirmed via the blockchain. Your public wallet address will be made publicly visible on the blockchain whenever you engage in a transaction on the Website.
LBR has no liability to you or to any third party for any claims or damages that may arise related to any payments or transactions that you engage in via the Website, or any other payment or transactions that you conduct via the Website or otherwise. Except as may be provided in connection with the sale of a specific NFT by LBR, we do not provide refunds for any purchases that you might make on or through the Website – whether for NFTs sold by us, our partners, or anything else. ALL SALES ARE FINAL.
III. Payment and Gas Fees
Transactions on the blockchain require the payment of a transaction fee (“Gas”) which funds the network of computers that confirm transactions on the blockchain. This means that you will need to pay Gas for each transaction that you instigate via the Website. Except as otherwise expressly set forth in these TOS, you will be solely responsible to pay any Gas for any transaction (including failed transactions) that you prompt via the Website.
All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.
IV. Ownership/Ownership Restrictions
All ownership rights and restrictions governing LBR NFT ownership transfer upon sale. This includes any sales or transfers on secondary markets. LBR does not control or endorse the purchase or sale of any LBR NFT other than the sales made directly on the Website. Any sale you make, accept, or facilitate outside of the LBR Website will be entirely at your own risk.
Any LBR logo, product or service names, slogans, and the look and feel of our Website are the intellectual property of LBR and may not be copied, imitated, or used, in whole or in part, without LBR’s prior written permission.
V. Prohibited Use/Conduct
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort through or related to the use of this Website, ownership of any LBR NFT, or during attendance of any LBR sponsored, associated, or related event. You are solely responsible for your conduct while using our Website or in connection LBR NFT ownership benefits including attending any event or activity hosted, sponsored by, or otherwise related to LBR. By use of the accepted the benefits of LBR NFT ownership, you agree to:
(1) Not use or attempt to use another user’s account or wallet without authorization from that user.
(2) Not use or attempt to use another’s NFT which has been improperly acquired or otherwise stolen from its rightful owner.
(3) Refrain from sending, uploading, distributing, or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content.
(4) Refrain from distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature.
(5) Not use our Website other than for its intended purpose and/or in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Website or that could damage, disable, overburden or impair the functioning of our Website in any manner.
(6) Not use any spider, site search/retrieval application, or other data gathering or extraction methods designed to scrape or extract data from our Website.
(7) Not remove any copyright, trademark, or other proprietary rights notices contained in or on the Website.
(8) Not employ, operate, or create any computer program to simulate the human behavior of a user (“Bots”) on the Website. This includes, without limitation, the use or attempted use of Bots to purchase NFTs on the Website or to reserve or purchase tickets to events on the Website.
(9) Not seize or otherwise wrongfully acquire any NFT or digital asset.
(10) Not reverse engineer any aspect of our Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Website.
(11) Not use the Website for the purpose of creating a product or service that is competitive with any of LBR’s products or services.
(12) Note use our Website for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these TOS.
(13) Respect other LBR NFT owners at all LBR sponsored, associated, or related events, and refrain from conduct which is harassing, violent, or is otherwise inappropriate at such events.
Note that some LBR associated, sponsored, or related events shall permit LBR NFT owners to invite guest(s) to attend as well. Each NFT owner is responsible for any guest(s) which that owner invites to any LBR NFT event. Any action by guest(s) which violate these TOS shall be treated the same as if the action was done by the NFT owner himself/herself.
If you engage in any of the above prohibited manners or otherwise use the Website in a prohibited manner, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account. We reserve the right to deem any NFT purchase that took place as a result of Prohibited Conduct to be void ab initio and revoke all rights and befits which would otherwise accompany the ownership of that NFT.
VI. Children Under the Age of 18
The Website is not intended for anyone under the age of eighteen (18) years old. We do not knowingly collect personal information from anyone under eighteen (18) years old. If you are under the age of eighteen (18) years old, do not use or provide any information on this Website, use any of the interactive features of this Website, or provide any information about yourself to us.
Some LBR sponsored or associated events may be inappropriate for minors. LBR NFT owners are to use their own best judgment when choosing any guests to bring to such events.
VII. Indemnification
You agree to defend, indemnify, and hold harmless LBR and its affiliates, successors and assigns, and its and their respective directors, officers, employees, agents, co-branders or other partners from and against any and all allegations, claims, demands, actions, causes of action, proceedings (whether threatened or pending), orders, damages, losses, liabilities, costs and expenses, including reasonable attorney's fees and other legal expenses, and judgments of any kind of nature, incurred by LBR arising out of or relating to your use or misuse, or anyone using your account’s use or misuse, of the Website, the LBR NFT, your violation of these TOS, or your violation, or anyone using your account’s violation, of any rights of another.
VIII. Disclaimers
LBR makes no express warrantees and hereby disclaim all implied warrantees regarding the LBR NFT, Website, and any aspect thereof, including the implied warrantees of merchantability, fitness, non-infringement, correctness, accuracy, and reliability. To the fullest extent permitted by applicable law, LBR shall not be liable to you for any direct, indirect, consequential, incidental, punitive, exemplary, or other damage resulting or relating to your use of the Website or ownership of a LBR NFT.
Use of this Website and/or purchase of a LBR NFT is an agreement and acknowledgement by you that these TOS reflect and reasonable and fair allocation of risks between LBR and you. LBR would be unable to provide this Website, the LBR NFT, and its associated content and services to you without the limitations found in these TOS.
Some jurisdictions do not allow the exclusion of implied warrantees in contracts with consumers. Some or all of the exclusions or limitations in these TOS may not apply to you depending upon the jurisdiction in which you reside.
IX. Limitation of Liability/Release
In the absence of material breach by LBR of these TOS, LBR will not be liable to you on account of anything done or omitted on the Website or otherwise related to LBR NFT ownership. Except where otherwise prohibited by law, the total liability of LBR and any of its subsidiaries or agents for any breach of these TOS, its Privacy Policy, any Website Terms and Conditions, or any other claim arising out of or related to use of the Website shall be limited to .25 ETH or current floor price of a LBR NFT on Opensea.com at the time of the breach, whichever is higher.
If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542.
X. Assumption of Risk
Use of the Website and purchase of a LBR NFT is done at your sole risk. The Website is provided “as is” without warrantees of any kind, express or implied. LBR NFTs exist only via the ownership record maintained on the blockchain. LBR is not responsible for any loss of ownership of any LBR, or any other, NFT including any loss as a result of loss of password or log-in information, corrupted files, viruses, phishing, attacks against the Website or blockchain, transfer to non-compatible digital address, unauthorized third-party activities, or any other reason.
You are solely responsible for evaluating the Website and any vulnerabilities thereof. You accept the risk of Website failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold LBR accountable for any related losses.
XI. Dispute Resolution
In the event of a dispute, you agree that you shall first contact LBR and provide LBR at least thirty (30) day to make a good faith and sustained effort to resolve that dispute (“Informal Proceeding”) before resorting to more formal means of resolution, including without limitation, and court or arbitration action.
If, after the Informal Proceeding, a dispute still exists, any remaining dispute, controversy, or claim (the “Claim”) relating in any way to the Website, your use of LBR’s products and/or services, or any Claim arising under or relating to any LBR TOS, shall be resolved via confidential arbitration before JAMS under the then-current JAMS Comprehensive Arbitration Rules & Procedures, except as provided otherwise in this section. The arbitrator shall award attorneys’ fees and costs to the prevailing party. Any such arbitration shall take place in Broward County, Florida, or such other location as the parties may agree.
You and LBR agree that each party may only bring Claims against the other party in an individual capacity, and not as a plaintiff or member of any class action or mass action. The arbitrator shall not be permitted to combine or consolidate more than one party’s claims without the written consent of all affected parties to the arbitration proceeding. No Claim shall proceed by way of class arbitration without the written consent of all affected parties.
XII. Governing Law/Venue
To the fullest extent permitted by law, these TOS and any claim or dispute arising from these TOS will be governed by and construed in accordance with the State of Florida without regard to its choice of law provisions. Any claim or dispute arising out of or relating to our products and services, Terms, or your use of the Website, not otherwise covered by the Arbitration Provision of Section XII, shall be subject to the exclusive jurisdiction of state or federal courts in Broward County, Florida and you hereby consent and submit to the personal jurisdiction of such courts.
XIII. Severability
Should any part of these TOS be held invalid, illegal, void or unenforceable, that portion will deemed severed from these TOS and will not affect the validity or enforceability of the remaining provisions of these TOS.
XIV. General
These TOS, our Privacy Policy, and any Website Terms and Conditions constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Website. In the event of a conflict between any parts of these TOS not resolved expressly by its terms, the following order of precedence will apply: (1) the TOS; (2) the Website Terms and Conditions; and (3) the LBR Privacy Policy.
These TOS do not and are not intended to confer any rights or remedies upon any person or entity other than you. Any failure or delay by LBR to exercise or enforce any right or provision of these TOS will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision.
LBR may assign our rights and obligations under these TOS in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.
XV. Contact
For more information about the LBR website Terms, our Privacy Policy, or any Terms of Sale, or if you would like to make a complaint, please contact us by e-mail at info@lbrledger.io or by mail using the details provided below:
LBR Ledger
Attn. Terms of Sale
4441-106 Six Forks Rd
Suite 128
Raleigh, NC 27609