Last Updated: February 10, 2022
PLEASE READ THIS AGREEMENT CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW DISPUTES BETWEEN YOU AND ABD COLLECTIBLES ARE RESOLVED. BY USING THIS SITE OR OBTAINING AN INTEREST IN ANY COLLECTIBLE ORIGINALLY DISTRIBUTED VIA THIS SITE, YOU ACCEPT THE TERMS OF THIS AGREEMENT.
The ABDCollectibles.com site (the “Website” or “Site”) is part of an overall service (the “Service” or “Services”) operated by ABD Collectibles LLC, a California limited liability company (“ABD”, “we”, “us” or “our”). The Service (including the Website) provides individual users (“End User”, “User” or “You”) with features and services that include allowing you to buy, collect, and resell digital collectibles. The Service keeps records of purchases using a digital blockchain.
You may not use the Site if you are not at least 18 years old (or have not attained any greater applicable age of majority where you reside), do not agree to be bound by the terms of this Agreement, or your use of the Site would violate any laws or regulations that apply to you.
Overview. The Site allows you to obtain, collect, and sell unique (non-fungible) tokens (each an “NFT”). Ownership of each NFT is linked to a specific license right in identified media segments (referred to as “Collectibles”) linked to the NFT, and those rights may be exercised by the owner of the associated NFT. The media segments making up the Collectibles are owned by entities (“Content Owners”) that have expressly licensed ABD to create and market NFTs related to those media segments. The specific rights in the Collectibles that are granted to you under ABD’s license from the Content Owners are defined and controlled by the License Agreement. Transfers of an NFT between parties are recorded on a blockchain to provide a verifiable record of ownership. When you own an NFT, provided you continue to abide by the terms of this Agreement and the License Agreement, you may showcase and view the Collectible associated with that NFT according to the terms of the License Agreement.
Purchases, Sales and Trades. You may buy NFTs from ABD in the form of digital packs. Each pack contains a predetermined number of Collectibles, each associated with an individual NFT. The quantity of NFTs and the characteristics of the associated Collectibles are specified in the description of the pack posted on the Site. You may also buy individual NFTs from, sell NFTs to, and trade NFTs with other users in the “Marketplace” available on the Site. All purchases of digital packs are final and non-refundable.
Purchases Outside the Website. Only those transfers of ownership made through the Service will be recognized by ABD as valid and recorded on the Flow blockchain. We reserve the right to disregard any claims of ownership other than those resulting from transfers processed through the Site in connection with user purchases of packs, or in the Marketplace. If you purchase NFTs other than in packs or through the Marketplace, such purchases are made at your own risk; there can be no assurance that you will receive or retain any rights associated with an NFT that someone purports to sell to you outside of ABD’s official channels.
Earning NFTs. We may provide you with opportunities to receive free NFTs by participating in games, campaigns, or tasks posted on the Site from time to time.
Marketplace. You agree to use due care when making purchases or posting NFTs for sale in the Marketplace. When you make an offer for sale that is accepted by another user, or you purchase an NFT offered by another user, you are entering into a binding legal contract with that user, to which ABD is a third-party beneficiary. All transactions in the Marketplace are final at the time payment is made, regardless of any party’s mistake. Any offers for sale that you post in the Marketplace are irrevocable when they are accepted by another user and the user has submitted valid payment. Any purchases that you make in the Marketplace are irrevocable and non- refundable when you submit your payment information and click to complete the purchase. When an NFT transfer record is submitted to the Flow Network, it is digitally“ recorded on the blockchain and there is no mechanism to delete the transfer record or otherwise reverse the transfer.
Resale Fee. ABD collects from the seller’s proceeds a six percent (6%) fee for each user-to-user sale of an NFT in the Marketplace. This fee may be changed from time to time in ABD’s sole discretion without prior notice and changes will be effective when posted on the Website.
General Terms. These terms apply to any purchases you make using the Service(s):
Registration. When you create an account on the Site, you must provide complete, accurate registration information, and you must keep your information (particularly including your email address) updated when changes occur.
Security.You are responsible for maintaining the security of your account, including selecting a unique, secure password and keeping your password confidential.
Wallet. To purchase and store NFTs, you will need a digital wallet that is supported by the Service. Currently the Service supports the Blocto wallet provided by portto Co., Ltd (available at https://blocto.portto.io/en/ ). By using the Blocto wallet, you are bound by the terms and conditions for use of the wallet posted on the portto.io website. The creation, maintenance, and operation of the wallet are transactions directly between you and portto, and they are solely responsible for the wallet and for those transactions with you. ADB is not a party to, or responsible for, any aspect of the creation, maintenance, operation, or security of your wallet.
Blockchain. When you purchase, sell, or receive an NFT on the Site, the transfer of ownership that takes place is managed and confirmed via the FlowTM blockchain network (the “Flow Network”) (https://www.onflow.org/). Your Blocto wallet is connected to operate with the Flow Network. Whenever you receive or transfer an NFT on the Site, the transfer will be recorded on the Flow blockchain in connection with your Flow Network public address. Your public address and NFT information will be publicly visible.
We may collect sales or use tax on transactions performed on the Site if you are in the United States of America and we determine that we are required to collect such taxes on behalf of any U.S. state.
You must notify us in writing before purchasing any NFTs if you are a resident of any other jurisdiction that will impose sales, use, value-added, or other taxes, assessments, and duties based on your purchase of NFTs or other use of the Services (“Taxes”). For the avoidance of doubt, ABD’s income taxes are not considered Taxes for this purpose.
It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. You acknowledge that we, or our designated service providers, may make certain reports to tax authorities regarding transactions processed using the Services. If any Taxes are due based on your use of the Services, you will pay those taxes or reimburse us if we are required to pay them.
Acquiring, showcasing, and trading Collectibles represented by NFTs is a hobby that many people enjoy. It is important to understand that being a collector (whether one collects stamps, coins, figurines, or media rights represented by NFTs) is subject to risks. By using the Service, you acknowledge and accept the following:
Ownership and Copyright Notice. Our Website, media segments that make up the Collectibles, and all associated content provided as part of the Service(s) is the property of (or licensed by) ABD and is protected by U.S. and international copyright, trade dress, trademark, and/or other applicable laws. The look and feel of the Websites and Service(s) are also Copyright 2022, ABD Collectibles LLC, with all rights reserved.
Trademarks and Service Marks. The trademarks and service marks used on the Site are the property of ABD or our business affiliates. You acknowledge our exclusive right to use those of the trademarks and service marks used herein that belong to ABD, and you agree not to use or seek to register any of our trademarks or service marks (or any confusingly similar marks) anywhere in the world.
Limited License to Access the Website. ABD grants to you a limited, revocable, non-exclusive license to view the Website, including files and images contained in or generated by the Website in ordinary use, its look-and-feel, visual design elements, and accompanying data (collectively, “Software”), for personal use only and not for commercial resale, and only during the term of this Agreement and while you comply with each of the provisions herein.
Exclusion. ABD does not grant you any title, interest, or rights other than the foregoing limited license in any element of the Software or Services, content, computer code, data, Media, or any other property whatsoever--except for the express, limited Media rights you receive under the License Agreement upon purchase of an NFT. You may not sell, redistribute, or reproduce any element of the Services, nor may you decompile, reverse-engineer, disassemble, or otherwise convert any part of the Services to a human-perceivable form.
NFT. Upon purchasing an NFT from ABD or through the Marketplace in compliance with this Agreement, you own the NFT. You have the right to trade, sell, or give away an NFT that you legitimately acquire. The blockchain record in the Flow Network identifies the recorded ownership of the NFT. We recognize only transfers of ownership made through the Marketplace available on the Website; persons claiming title to an NFT based on other purported transfers are not considered “owners” for purposes of this Agreement. We will not take control of, freeze, or otherwise modify the ownership record of any NFT, unless we determine in our sole discretion that an NFT was wrongfully acquired, was acquired by violating a provision of this Agreement, or that the NFT’s License Agreement has been materially breached. In such cases we have the right to, but are not obligated to, act in response to such wrongful acts as we deem fair and appropriate, in our sole discretion.
License Agreement. Each NFT is associated with a specific Collectible. Owning the NFT does not mean you “own” the associated Collectible. Ownership of the underlying media segments in a Collectible is retained by the Content Owners; under the License Agreement, the owner of the NFT is given specific rights to access, display and/or perform the media segments comprising the associated Collectible. All rights and obligations under the License Agreement convey with the NFT; therefore, if you sell trade or give away the NFT, all your rights and obligations under the License Agreement will be automatically transferred to the new owner. Any new owner must comply with the provisions of the License Agreement as a condition of holding the NFT and the associated license rights.
We are not obligated to pre-screen material posted or submitted by users (“Content”). We may, but have no obligation to, remove Content that violates our policies or this Agreement.
Any information you enter on the Website or upload (“Content”) remains yours. However, Content posted in your profile, messages you send, and information you post will be available to users of the Site and is therefore not confidential. Also, by posting, uploading, displaying, performing, transmitting, or otherwise distributing Content to the Service, you are granting ABD, its affiliates, officers, directors, employees, consultants, agents, and representatives a perpetual, royalty-free, paid-up, sublicensable, transferable, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, distribute, translate, and reformat, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to us using the Services or submit or post to the Site worldwide. You further authorize ABD and its affiliates to use, reuse, and to grant others the right to use and reuse, your Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after your use of the Service(s), for any purposes related to the Service(s). You will not be compensated for any Content. By posting Content on the Service(s), you warrant and represent that you own the rights to the Content or are otherwise authorized to post the Content and grant the licenses herein.
You will not upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party's copyrights, trademarks, patents, or trade secrets. You are solely responsible for any violations of any laws and for any infringements of rights caused by any content you provide, post, or transmit, or that is provided or posted or transmitted using your account.
If you submit comments, ideas, or suggestions about the Service, including without limitation suggestions for improvements, you agree that we are free to use and disclose such comments, ideas, and suggestions without additional compensation to you. You hereby grant us a perpetual, irrevocable, paid up, royalty free, nonexclusive, sublicensable, transferable, worldwide license to implement your submitted comments, ideas, and suggestions and/or use them for any other purpose.
ABD takes copyright infringement seriously. Pursuant to the Digital Millennium Copyright Act (Title 17 USC 512(c)), a copyright owner or their agent may submit a takedown notice to ABD. As a service provider, ABD is entitled to claim immunity from infringement claims pursuant to the “safe harbor” provisions of the DMCA.
ABD makes a good faith effort to identify any repeat infringers. Those that violate ABD’s internal repeat infringer policy will have their accounts terminated.
To submit an infringement claim to ABD you must provide a notice including the following information:
Civil damage penalties, including costs and attorney fees, may apply against any person who knowingly and materially misrepresents certain information in a notification of infringement.
Send all takedown notices to firstname.lastname@example.org.
Please note that the identity and information in any copyright infringement claim we receive may be communicated to the alleged infrfinger.
Disputing a Take Down
If you have received a notice that your Content was taken down because of a copyright infringement claim, you may provide us with a counter notification in an effort to have the material in question restored to the Service(s). The notification must be sent in writing to email@example.com and must contain the following elements (see 17 USC 512(g)(3)):
As a condition of access to the Service(s), you agree that you will:
As a condition of opening an account and ongoing access to the Service(s), You agree that you will NOT do any of the following or facilitate, enable, or assist any third party in doing any of the following:
If we believe, in our sole discretion, that you have violated any provisions of this Agreement, we reserve all of the following rights: (1) to take legal action ourselves, (2) to refer any matter to police agencies and/or government regulators, (3) to cooperate in our sole discretion with law enforcement agencies and courts (whether they request information or compel its production by subpoena or other court order), (4) to provide information in our sole discretion regarding any user to government agencies, law enforcement personnel, and courts, including our identity records relating to the user, and (5) to void or reverse any transaction and to confiscate any NFTs involved in the transaction, if any aspect of the transaction or your actions violated any provision of this Agreement.
You can cancel your account at any time by logging into your account or contacting us using the contact information provided below. If you are unsatisfied with our services, please email us at firstname.lastname@example.org.
ABD may refuse to provide you with an account, or suspend or terminate your account, at any time in its sole discretion, with or without a reason, and without prior notice. We will not be liable to you or to any other party for such refusal, suspension, or termination. Following suspension or termination of your account, we retain all of our legal rights under this Agreement (in law and equity).
Upon termination of your account for any reason, your account may be deactivated and/or deleted. You may no longer be able to access your account or the Site, access any information you have posted on the Site, or view media using the Site. We may delete your Collectibles’ images and descriptions (and the associated Media) from the Site. Cancellation or termination of your account will not entitle you to any refunds for Collectibles or anything else you purchased through your account. However, you will retain ownership of any Collectibles that you have legitimately purchased in compliance with applicable law and all provisions of this Agreement.
ABD endeavors to provide reliable access to the Website. However, our Services are subject to various modes of failure and loss of data, some of which are beyond ABD’s control. Further, because user information, passwords, and other key data are transmitted over publicly accessible networks (such as mobile data communications networks and the internet) as well as being stored on servers connected to these networks, there is an inherent risk that this information will be intercepted or improperly accessed by third party actors.
Your use of the Service(s) is at your own risk, and on an “as-is” and “as-available” basis. You assume the risk of using the Blocto wallet; we do not warrant, endorse, guarantee, or assume responsibility for any product or service offered by a third party. You assume the risk of conducting transactions over the Internet and agree that we have no liability for security breaches unless we are grossly negligent.
You agree that you have had whatever opportunity you deem necessary to investigate the Services, and the laws, rules, or regulations that may be applicable to NFT transactions and that you are not relying upon any statement of law or fact made by ADB relating to the legality of these transactions.
To the full extent permitted by law, ABD and its Content Owners hereby exclude all express and implied warranties, including (without limitation) implied warranties of non-infringement, merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability.
We do not warrant that the information we provide or that is provided by wallet or blockchain providers is accurate, reliable, or correct; that the Services will meet your requirements; that the Services will be available at any time or location; that the Services will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the services are free of viruses and other harmful components. Any subject matter downloaded or otherwise obtained through the Service is downloaded at your own risk – you are solely responsible for any damage to your property or loss of data that results from such download. We make no representations or warranties about the time required to complete the processing of a transaction.
Each exclusion and limitation of our liability stated herein applies to all forms of damages or losses, whether direct, indirect, incidental, special, consequential, or exemplary, and including but not limited to, damages for loss of profits, goodwill, reputation, use, cost of procuring substitute goods or services, personal injury, diminution of value or any other intangible losses (even if ABD has been advised of the possibility of such damages).
Some jurisdictions restrict the disclaimer of warranties and/or exclusion of damages, so such disclaimers and exclusions may not apply to you.
You acknowledge and agree that we have relied on the representations, warranties, disclaimers, and limitations of liability in this agreement (which reflect a reasonable and fair allocation of risk between the parties and form an essential part of the bargain) in entering this Agreement and allowing you to access the Site. We would be unable to provide the Site without these provisions.
If despite the provisions herein, ABD is found to be liable for damages to you or another party, our aggregate liability is limited to the greater of (i) the amount you actually paid us for the Services within the three months preceding the event causing the claimed liability, and (ii) $100.
Hyperlinks to other websites or resources (“Linked Sites”) are provided as a convenience and for informational purposes only; they do not constitute an endorsement or an approval by ABD of any of the products, services or opinions offered on Linked Sites. ABD bears no responsibility for the accuracy, legality or content of any Linked Site or for that of subsequent links. You acknowledge that we are not liable for any loss you incur relating to Linked Sites or your use of or reliance on their content.
ABD will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of ABD, including without limitation any pandemic, flood, extraordinary weather conditions, earthquake, or other act of God, fire, act of war, terrorist act, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
If you are under the age of 18, you may not use the Site. The Site is not intended for children under the age of 18 and ABD does not knowingly collect information from minors. We will close the account of any user under the age of 18 or who is otherwise not of legal age to use the Site.
Any claim or dispute arising between you and ABD that relates in any way to this Agreement, your use of or access to the Service(s), actions by ABD or its agents, or any transaction through the Service(s), will be resolved exclusively through final and binding arbitration, rather than in court. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.
As an alternative, you may file a claim in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non- representative) basis.
Equitable Remedies: Notwithstanding the foregoing, ABD may seek and obtain injunctive relief in any court of competent jurisdiction.
YOU AND ABD MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS ACTION OR OTHER REPRESENTATIVE STATUS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS OR PRESIDE OVER ANY CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF FOR THAT PARTY’S INDIVIDUAL CLAIMS. YOU EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules as modified by this Agreement. The AAA's rules are available at www.adr.org.
A party who intends to seek arbitration must first send to the other a Notice of Dispute (“Notice”) describing the nature and basis of the claims the party is asserting and the relief sought. A Notice to ABD must be sent by certified mail to ABD Collectibles LLC, Attn: Notice of Dispute, 65 West Easy Street #102, Simi Valley, CA 93065. ABD will send any Notice to the email address on file for your ABD account; it is your responsibility to keep your email address up to date.
If you and ABD are unable to resolve the claims in the Notice within 30 days after the Notice is sent, either party may initiate arbitration proceedings. A form for initiating arbitration proceedings is available at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to ABD at the following address: 65 West Easy Street #102, Simi Valley, CA 93065. If ABD initiates an arbitration it will send a copy of the completed form to the email address on file for your ABD account. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Settlement offers shall not be disclosed to the arbitrator.
Any arbitration hearings shall be held in Los Angeles, California. If the value of the relief sought is $1,000 or less, either you or ABD may elect to have the arbitration conducted by telephone or based on written submissions.
The arbitrator will decide all claims consistent with applicable law and will honor privileges recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving other users. The arbitrator's award shall be final and binding; judgment on the award may be entered in any court having jurisdiction thereof.
YOU CAN REJECT THE ARBITRATION REQUIREMENT HEREIN BY MAILING ABD A WRITTEN NOTICE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU OPEN YOUR ACCOUNT FOR THE FIRST TIME.
The Notice must include your name, street address, city, state and zip code, and the user ID(s) and email address(es) associated with the ABD account(s) to which the opt-out applies and must be signed by you. You must mail the Opt-Out notice to 65 West Easy Street #102, Simi Valley, CA 93065. This is the only way to opt out of arbitration; the rest of this Agreement will continue to apply. Opting out of arbitration as provided in this version of the Agreement has no effect on any other or future arbitration agreements you may have with ABD.
If the arbitration provisions above are found not to apply to your claim, the state courts located in Los Angeles, California and the Federal courts located in Los Angeles, California will have exclusive jurisdiction, and you agree to submit to the personal jurisdiction of these courts.