NHL Breakaway Terms of Use

Last Updated: June 19, 2023

These Terms of Use (“Terms of Use”) govern (1) your use of the Sweet site currently located at https://sweet.io/ (“Sweet Site”), any third-party branded sites, vanity domains, or microsites operated by Sweet that link to these Terms of Use (“Branded Sites”), and any mobile applications and services, products and content provided by Sweet, whether through or in connection with the Sweet Site or any Branded Site (individually and collectively, the “Platform”); (2) to the extent used by you, the Platform Services (as defined below) made available by Sweet through the Platform as described herein; and (3) your license to any Content associated with a Digital Collectible (including where such Digital Collectible is obtained through the Platform or on another third-party marketplace for digital collectibles) (the foregoing (1)-(3), collectively, the “Services”). By continuing to access or use the Platform or by purchasing or otherwise obtaining a Digital Collectible (as defined herein), you agree to be bound by these Terms of Use. Sweet (“we” “us” or “Sweet”) may update these Terms of Use at any time. You (“you” “your” “fan” or “User”) should read these Terms of Use carefully prior to using the Platform and each time you return to the Platform or seek to purchase, obtain, sell, or transfer a Digital Collectible, as they are subject to change. You acknowledge that, if you purchase, obtain, sell, or transfer a Digital Collectible that incorporates or is associated with Content of a Brand Partner of Sweet (including, without limitation, any Brand Partner identified in the Brand License Terms below), such Brand Partner will be a third-party beneficiary of these Terms of Use with respect to such Digital Collectible and can enforce these Terms of Use against you in connection therewith. Other than such a Brand Partner, there are no third-party beneficiaries.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NEITHER (1) PURCHASE, OBTAIN, SELL, OR TRANSFER ANY DIGITAL COLLECTIBLE ON THE PLATFORM NOR (2) ACCESS OR USE THE SERVICES. 

If you purchase, obtain, sell, or transfer your Digital Collectible on a third-party digital collectibles platform, your access to and use of such platform will be governed by such platform’s applicable terms and policies; however, the Content associated with such Digital Collectible, including your right and obligations with respect to such Content, will remain subject to these Terms of Use (including, without limitation, any license and dispute resolution procedures set forth herein) and/or other terms to which the Digital Collectible links. Nothing in any third-party terms or policies shall modify or adversely affect the rights and/or obligations of Sweet and its Brand Partners hereunder.

As set forth in greater detail below, by entering into these Terms of Use or obtaining or seeking to obtain a Digital Collectible, you acknowledge and agree that: (1) Digital Collectibles are memorabilia for personal use and enjoyment, subject to license and use restrictions as set forth herein; (2) Digital Collectibles do not entitle you to royalties or revenue and you have no expectations of profits based upon your ownership and/or any action or inaction by Sweet or others, either now or in the future; (3) you are not acting in response to any guarantee of price appreciation or offer to participate in an investment contract or financial instrument; (4) neither Sweet nor Brands (including Brand Partners) control the future value of your Digital Collectible and there may not be another collector who wants to buy it or be willing to pay what you paid for it; and (5) Digital Collectibles are recorded on a blockchain with no right of cancellation or refund.

YOU ALSO UNDERSTAND THAT THESE TERMS OF USE CONTAIN BELOW A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

INTRODUCTION

The Platform enables brands to create digital media merchandise that is associated with a unique non-fungible token minted on the public blockchain and which is made available to Users (“Digital Collectibles”) to collect through purchases, Brand giveaways, or other authorized means. Digital Collectibles may be held on the Platform, transferred to compatible wallets, or transacted on approved marketplaces.

To ensure each Digital Collectible’s unique authenticity, Sweet uses blockchain-based non-fungible token (“NFT”) technology to demonstrate rights of ownership of the digital token (subject to these Terms of Use and Brand License Terms). Possession of an NFT is similar to receiving a “certificate of authenticity” along with unique physical merchandise, such as a signed baseball card. Sweet mints each Digital Collectible on the applicable public blockchain, and once committed to the public blockchain, is designed so that it cannot be edited or changed, including by Sweet or any other third party; however, to the extent that Sweet is able to edit, change, remove, and/or replace the Content associated with a Digital Collectible, Sweet reserves the right to do so in accordance with its rights under these Terms or Use or as required under applicable law. Sweet uses multiple blockchain protocols which offer open ledger reporting and tracking capabilities suitable to ensure rights of ownership and authenticity. All transactions in Digital Collectibles are made in US dollars, other fiat currencies, or approved cryptocurrencies such as USDC.

Digital Collectibles are intended to be collectors’ items. The purchase and sale of Digital Collectibles is intended only for each User’s personal use, and User hereby acknowledges and agrees that it is not purchasing the Digital Collectibles for investment or speculative purposes. User hereby further acknowledges and agrees that the purchase and sale of Digital Collectibles is not intended as an offer of securities or investment contracts, that nothing in these Terms of Use shall constitute an offer or solicitation to sell or to purchase any form of securities or investment contract, nor should the User place any reliance on the ongoing efforts of Sweet to conduct its business after the Digital Collectible has been minted and sold.

We may update these Terms of Use from time to time in our sole discretion. WITHOUT LIMITING THE FOREGOING, SWEET RESERVES THE RIGHT TO UPDATE AND AMEND THESE TERMS OF USE AT ANY TIME IN LIGHT OF AND IN COMPLIANCE WITH ANY CHANGE IN LAW OR CURRENT LEGAL GUIDANCE RELATED TO DIGITAL COLLECTIBLES OR THE SECURITIES, COPYRIGHT, TRADEMARK OR OTHER APPLICABLE LAWS OF THE UNITED STATES OR OTHER TERRITORIES. We will let you know if we make changes of these Terms of Use by any reasonable means, including by posting the updated version of these Terms of Use to the Platform. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms of Use incorporating such changes, or otherwise notified you of such changes. If you continue to use the Services after the stated effective date of the updated Terms of Use, you will be deemed to have accepted the change. 

Sweet shall also have the right, at any time and without notice, to update, modify, alter, enhance, or eliminate the features, layout, structure, front-end, navigation, appearance, functionality and other elements of all or a part of the Platform, and any aspect, portion or feature thereof.

DEFINITIONS

“Access Pass” means a Digital Collectible combined with a Perk and made available to a User.

“Account” means an authorized standard account that is opened and maintained by a User through valid registration and continued compliance with all requirements of the Platform.

“Affiliates” means a party’s subsidiaries, successors, assigns, or owners, and any company that has a business relationship with them, including without limitation, managers, entertainers, agents, companies, distributors, vendors, suppliers, licensees and any of their shareholders, officers, directors, employees, attorneys, accountants, or other representatives.

“Brands” refers to any person or entity (including but not limited to artists, entertainment properties, talent, retail brands, performers, celebrities, sports leagues, organizations, associations, conferences, and teams, players associations, sports talent, athletes, and sponsors) that appears or features in Digital Collectibles through the Services. 

"Brand Partner” refers to a Brand that has entered into a formal relationship with Sweet pursuant to which such Brand licenses its rights in connection with the minting and/or initial sale or distribution of certain Digital Collectibles, which will typically feature Content provided by or associated with such Brand. 

“Content” means trademarks, copyrights, proprietary materials, and any other materials, media, or content (regardless of form, format, or medium and regardless of whether it is provided by Sweet, a Brand (including a Brand Partner), or another third-party), and all other intellectual property, that is incorporated into or made a part of a Digital Collectible and which is either embedded in or linked to or from the metadata for such Digital Collectible, or used with an Access Pass, and which may include, for example and without limitation, video, photographs, names, images, artwork, depictions, likenesses, voices, and other audio-visual reproductions of venues, leagues, teams, players, broadcasters, announcers, musicians, commentators, fans, games, highlights, plays, uniforms, names, shields, statistics, sponsors, music, and sounds.

“Perks” are benefits or rights that may be offered and fulfilled by a Brand Partner, subject to such Brand Partner’s additional terms and conditions (including the Brand License Terms), through the Platform with the purchase or possession of a Digital Collectible, whether in the real-world or online, and whether or not realized or unlocked for use by you.

“Platform Services” means any features, functions, services, or content made available by Sweet on or through the Platform.

The words “use” or “using” in these Terms of Use means any time an individual, directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with, use, display, view, print or copy from the Platform, receives data from or transmits data to the Platform, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Platform, for any purpose whatsoever.

AGE RESTRICTIONS, ACCOUNT CREATION AND USAGE, PRIVACY POLICY

Age Restrictions

The Services are made available only to users thirteen (13) years of age or older, although additional age restrictions may apply. If your use of the Services are prohibited or restricted in any way by the laws, regulations, rules or other governmental requirements of the jurisdiction from which you access the Services or in which you live or reside, or if, for any reason and at any time, you do not agree with all of the terms and conditions contained in these Terms of Use, please discontinue using the Services immediately.

BY ACCESSING THE SERVICES: (I) YOU CERTIFY THAT YOU ARE AT LEAST THIRTEEN (13) YEARS OF AGE AND HAVE A PARENT’S OR GUARDIAN’S PERMISSION TO ACCESS THE PLATFORM OR YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND (II) YOU (OR YOUR PARENT OR GUARDIAN IF APPLICABLE) UNDERSTAND, ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF USE. YOUR REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS BECOMES EFFECTIVE IMMEDIATELY UPON USE OF THE SERVICES, INCLUDING, WITHOUT  LIMITATION, ANY PURCHASE OR POSSESSION BY YOU OF ANY DIGITAL COLLECTIBLE FIRST MADE AVAILABLE ON THE PLATFORM.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SERVICES ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS OF USE. References to “you” and “your” in these Terms of Use will refer to both the individual using the Services and to any such Organization.

Account Creation

To access and participate with the Platform and the Platform Services you will need to create an Account. By creating an Account, you agree to: (a) provide accurate, current and complete account information as required, (b) maintain and promptly update from time to time as necessary your account information, (c) maintain the security of your Account, (d) accept all risks of unauthorized access to your Account and the information you provide to us, and (e) immediately notify us by using the “Contact Us” or “Help” component of the Platform if you discover or otherwise suspect any security breaches related to the Platform or your Account. Your Account is personal to you and you are responsible if you allow others to use it. We are not liable for any direct or indirect harm caused or related to the theft or misappropriation or disclosure of all or any portion of your Account access details, or your authorization of anyone else to use your Account.

As part of the registration process, you will need to provide us with your email address and mobile telephone number, and choose a username and a password. Alternatively, Users may choose to create an Account by authenticating with their personal Google or Apple account (“Social Authentication”) with the Platform or via some other equivalent method if made available by Sweet. If a User chooses to join and authenticate via Social Authentication, their personal social media user account will serve as their Account on the Platform. Your Account must be unique and not previously registered with the Platform. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Sweet uses two-factor authentication which is required by Sweet to access your Account. For two-factor authentication we will send a one-time authorization code to the email address or mobile number you provided to complete the two-factor authentication set-up. If a User uses Social Authentication as part of their registration process, then User is subject not only to these Terms of Use, but also to the terms and conditions of the social network used for authentication.

Privacy and other Policies

You acknowledge that to ensure the safety of your Account and to enforce the internal security policies of Sweet, we may use and maintain certain internal controls and programs. Sweet, through these programs and controls, may collect and store information about you and your transactions, including personal information about you, provided to us upon your creation of your Account or requested by us upon your use of the Platform. Sweet may require further identification information from you to the extent requested by any competent law enforcement or judicial authority or if applicable to meet requirements for the Platform Services pertaining to laws of a certain jurisdiction or governmental authority. All such information is governed by our Privacy Policy, which is available at https://sweet.io/legal/privacy/, which may be updated by us from time to time as described therein and is hereby incorporated by reference.

As further detailed in our Privacy Policy, in connection with Account setup and verification, a User may be required to provide Sweet, either directly or indirectly via a third-party payment processor or provider, with additional User Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) information. User represents that all User KYC and AML information provided is true and accurate and shall immediately update such information in the Account or by notice to Sweet of the applicable third-party if any of it changes. Sweet reserves the right to suspend performance hereunder immediately and indefinitely on determining that any such information is (or was at the time such information was provided) false, inaccurate, misleading, or out of date.

DIGITAL MEMORABILIA ON THE PUBLIC BLOCKCHAIN

The Digital Collectibles were developed as a form of virtual collectibles, merchandise or memorabilia, existing in a digital media format and designed to mimic tangible collectors’ items in the physical world.

Each Digital Collectible has its own unique “immutable data” such as total inventory, artwork, audio files, and other information which can never be changed. In some cases, Users may be able to add on to, customize, or enhance a Digital Collectible but any such changes will be additional enhancements and not change the underlying Digital Collectible.

Sweet will create, and/or coordinate with Brand Partners to create, the smart contract on the public blockchain governing each series of Digital Collectibles, which may indicate the total number available in each series. Once committed to the applicable public blockchain, Digital Collectibles are designed so that they cannot be edited or changed by any party including Sweet or any applicable Brand Partner; however, to the extent that Sweet is able to edit, change, remove, and/or replace the Content associated with a Digital Collectible, Sweet reserves the right to do so in accordance with its rights under these Terms or Use or as required under applicable law. Sweet uses open ledger reporting and tracking capability suitable to ensure ownership and authenticity. You assume all responsibility for any adverse effects of disruptions or other issues impacting the applicable public blockchain.

Unless we state otherwise on the Platform, Digital Collectibles are transferrable to any compatible wallet or approved marketplace anywhere outside of the Platform.

REPRESENTATIONS, WARRANTIES, & ACKNOWLEDGEMENTS 

REPRESENTATIONS & WARRANTIES

YOU REPRESENT AND ACKNOWLEDGE THAT YOU ARE COLLECTING OR PURCHASING DIGITAL COLLECTIBLES SOLELY FOR YOUR OWN COLLECTION, PERSONAL USE AND ENJOYMENT FOR ENTERTAINMENT OR CONSUMPTIVE PURPOSES, AND NOT FOR SPECULATIVE OR INVESTMENT PURPOSES, FOR USE AS A SUBSTITUTE FOR CURRENCY OR MEDIUM OF EXCHANGE, OR RESALE OR REDISTRIBUTION, AND THAT YOU ARE NOT ACQUIRING ANY EQUITY OR OTHER OWNERSHIP OR PROFIT-SHARING INTEREST IN SWEET, ITS AFFILIATES OR ANY BRAND AS A RESULT OF YOUR OWNERSHIP OF DIGITAL COLLECTIBLES.

YOU WARRANT AND COVENANT THAT YOU WILL NOT PORTRAY THE DIGITAL COLLECTIBLES AS AN OPPORTUNITY TO GAIN AN ECONOMIC BENEFIT OR PROFIT, OR AS AN INVESTMENT, EQUITY, OR ANY OTHER OWNERSHIP OR PROFIT-SHARING INTEREST IN SWEET, ITS AFFILIATES OR ANY BRANDS.

YOU REPRESENT AND ACKNOWLEDGE THAT LEGISLATIVE OR REGULATORY CHANGES AT THE STATE, FEDERAL OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, OR EXCHANGE OF THE DIGITAL COLLECTIBLES.

As a Platform feature, you may be able to choose how to display your owned Digital Collectibles in a virtual “trophy case” for others to view and enjoy. If active, this virtual trophy feature may be fully customized by Users, displayed within a public profile on the mobile app and on the web, and put into “display mode” for projection on TVs and other displays for the enjoyment of others. The Platform may also enable Brand Partners to add additional utility to collectibles where proof of ownership can grant Users personalized benefits such as VIP access at a concert or event. Subject to any applicable conditions provided by Sweet, the Brand, and/or your local jurisdiction you may also, if available to you, choose to move your owned Digital Collectibles off the Platform to hold, use or display outside of the Platform in a manner of your choosing.

Acknowledgements

Although many Users have no interest in parting with their Digital Collectibles, should you ultimately decide in the future to sell your Digital Collectible, you understand that your Digital Collectibles are unique, and the price of your Digital Collectible is solely dependent on another person’s interest in your unique Digital Collectible and what he or she would be willing to spend to purchase it. You understand that the price of your Digital Collectible is driven by many factors outside of your control and outside of the control of Sweet and its Brand Partners, such as a buyer’s own connection and affinity with your unique Digital Collectible, the general interest in the talent or Brand associated with the Digital Collectible (which can increase or decrease over time), general interest in collectibles both physical and digital overall, and many other factors. Given the above factors, you understand there is no guarantee that, should you ultimately want to sell your unique Digital Collectible, you will be able to find a buyer for it, and if you are able to find a buyer, there is no guarantee that the price you receive will be higher or lower at any time as compared to what you perceive as the market price or what you spent to obtain your Digital Collectible. Ownership of a Digital Collectible does not give you any rights to equity or other ownership in Sweet or any Brands (including Brand Partners), or any of their respective Affiliates.

You also expressly acknowledge, understand, and agree that: (1) Neither Sweet nor its partners (including Brand Partners) will make any distributions or payments of royalties, revenues, profits or other forms of compensation to any User for any reason including their acquisition or ownership of Digital Collectibles; (2) Sweet will not provide liquidity or establish any type of price support in any market for the acquisition or disposition of the Digital Collectibles for any purpose, including the purposes of speculative investment or generating a profit in the Digital Collectibles; (3) Sweet cannot and does not guarantee the price of any Digital Collectible; (4) Sweet does not offer, nor will it either facilitate or provide, any benefit for loaning or so-called “staking” any Digital Collectibles acquired or sold on the Platform; and (5) Digital Collectibles are not being purchased or sold with any explicit or implied expectation that they constitute one or more forms of financial instruments.  

Additional Acknowledgements and Assumption of Risk

You acknowledge that, by using the Services, you have sufficient knowledge, sophistication, experience, and understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, NFTs, digital assets, digital wallets, and cryptocurrencies to understand these Terms of Use, to appreciate the risks and implications of purchasing a Digital Collectible, and to make your own evaluation of the merits and risks of any transaction conducted via the Services or any digital asset associated with such transaction.

We are not responsible if your Digital Collectible or the Content becomes inaccessible to you for any reason; if you are unable to transfer your Digital Collectible or display the Content; or for any modifications or changes to the Content including any deletion, removal, or inaccessibility on the Platform, through the Services or otherwise. You acknowledge and agree that we or certain Brand Partners may modify, replace, or remove such Brand Partner’s Content associated with your Digital Collectible at any time if we or such a Brand Partner, in our sole discretion, determine it to be necessary to do so.   You acknowledge and agree that the Content can be copied and distributed and that we cannot guarantee that additional copies of the Content associated with your Digital Collectible will not be created by others. You also acknowledge and agree that the Brand, or any third party on its behalf, could make additional copies of, and distribute, the Content and could sell or otherwise assign the copyright or other intellectual property rights or economic rights in such Content.

You acknowledge and agree that:

Malicious actors may hack or exploit systems and steal Digital Collectibles or other digital assets, or attempt to impersonate owners of Digital Collectibles, counterfeit Digital Collectibles, sell replicas of original Digital Collectibles, or misuse the Content associated with Digital Collectibles;

The market for NFTs is new and volatile, and the price or liquidity of a Digital Collectible may greatly decrease over a short period of time. NFTs compete with other digital assets, and this competition may negatively impact the value of your Digital Collectible. A lack of use or public interest in NFTs could also negatively impact the value of your Digital Collectible. We cannot guarantee that any purchases of Digital Collectibles will retain their original purchase price, as that is inherently subjective and factors occurring outside of the Brand or the Platform may materially impact the price and desirability of any particular Digital Collectible;

Your Digital Collectible exists only by virtue of the ownership record maintained on the public blockchain we have determined to use. Changes to that blockchain, which we cannot control, may have unintended, adverse effects on your Digital Collectible;

There are risks associated with using digital currency, including, but not limited to, volatility, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet or Account;

Under no circumstances will the operation of all or any portion of the Services be deemed to create a relationship that includes the provision or tendering of investment advice.

OWNERSHIP OF CONTENT, PLATFORM, & TRADEMARKS; LIMITED LICENSE 

Content Ownership

You acknowledge and agree that you do not own any right, title, or interest in the Content. All Content, including any and all right, title, and interest in Content, is owned by Sweet, Brands, licensors, or other third-parties, and is not in any way sold, assigned, conveyed, or otherwise transferred to you upon purchase of a Digital Collectible.

Content Limited License

Subject to your compliance with these Terms of Use and any separate licensing terms from a Brand Partner relating to a Digital Collectible (which include, but may not be limited to, the “Brand License Terms” herein), you are hereby granted a worldwide, non-exclusive, indivisible, royalty-free, non-transferable (except upon authorized resale of the entire Digital Collectible), non-sublicensable, limited license to use and display the Content associated with the Digital Collectibles that you obtain in accordance with these Terms of Use, for the period of time that you possess such Digital Collectible and solely for your personal, non-commercial use.  You hereby acknowledge that except as expressly provided for in the aforementioned license, neither Sweet nor any Brand Partner sells, licenses, assigns, or otherwise transfers to you any other legal right, title and interest in and to the Digital Collectible, Content, and any other intellectual property rights that may be associated therewith. To the extent that, with respect to a Digital Collectible containing a Brand Partner’s Content and linked to these Terms of Use, there is a conflict between the license grant above and the licensing terms set out in the Brand License Terms, the Brand License Terms shall govern with respect to such Brand Partner’s Content.

Restrictions

You agree that you may not copy, divide, modify, or attempt to copy, divide, or modify, the original Content associated with your Digital Collectibles in any way, and you agree that you will not use the Content embedded in Digital Collectibles for any commercial benefit, to make any derivative works of the Content, or to distribute the Content to any third party for a commercial benefit. Furthermore, you may not use Digital Collectibles for any purpose that is unlawful or prohibited by this Agreement or sub-divide or “fractionalize” Digital Collectibles or any representations thereof.

Platform Ownership

You agree and acknowledge that Sweet and its licensors own all right, title and interest in and to the Services, including, without limitation, any and all code, algorithms, analytics or metrics associated with the Services or derived from performing Services and any other intellectual property rights that may be associated therewith (collectively, the “Sweet IP”), and that, other than your lawful use of the Platform as expressly provided in these Terms of Use, no licenses or other rights to the Sweet IP are granted to you. Unless otherwise authorized by Sweet, you shall not sublicense, distribute, transfer, copy, reproduce, download, modify or timeshare the Sweet IP or any portion thereof, or use the Sweet IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access, or distribution. You shall not prepare any derivative work based on the Sweet IP, nor shall you translate, reverse engineer, decompile or disassemble the Sweet IP.

Platform Limited License

Subject to your compliance with these Terms of Use, and solely for so long as you are permitted by Sweet to use the Platform, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to (i) view one (1) copy of any portion of the website version of the Platform to which we provide you access under these Terms of Use, on any single device, and (ii) install and use the mobile application version of the Platform on a mobile device that you own or control, in each case of (i) and (ii), solely for your personal, non-commercial use. If you fail to comply with any of the terms or conditions of these Terms of Use, you must immediately cease using the Platform and remove (that is, uninstall and delete) the mobile application from your mobile device, and Sweet may, at its sole and absolute discretion, revoke (i) all access to the Platform and/or your Account and (ii) all rights under the limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use and access the Platform as set forth in this paragraph. 

Trademarks

The names, logos, trade names, trademarks, service marks and other distinctive identifications of Sweet on or off the Platform, including, without limitation, SWEET and / or our stylized logo, and the Sweet Bot logo, among others (collectively “Marks”), are the trademarks and intellectual property of and are proprietary to Sweet. In addition, the Brands may have their own trademarks and logos. You have no right to use any of our Marks or those of the Brands, or any confusingly similar marks thereto, for any purpose without the express, prior, written consent of Sweet or the respective Brands and subject to the Brand License Terms. Nothing contained on the Platform should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

TRANSACTIONS, FEES, TAXES; ALL SALES ARE FINAL

We may make available the ability to purchase or otherwise obtain Digital Collectibles through the Platform (a “Transaction”). If you wish to complete a Transaction that requires payment, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address, and your shipping information to Sweet or third-party payment processors subject to their separate and additional terms and conditions. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD OR OTHER APPROVED PAYMENT METHOD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant Sweet or its third-party payment processor the right to use such information for the purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Digital Collectibles will be used only in a lawful manner.

Sweet reserves the right, including without prior notice, to discontinue the sale of Digital Collectibles which have not previously been sold; to bar any user from making any Transaction; and to refuse to provide any user with any Digital Collectible or access to the Platform for any reason whatsoever. All sales are final. If any, refunds and exchanges will be subject to Sweet’s or the relevant Brand’s applicable refund and exchange policies. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.

You agree to pay all charges incurred by you or on your behalf through the Platform, at the prices in effect when such charges are incurred, including, without limitation, the transaction fees of third-party payment processors with whom you may transact through the Platform. You are responsible for compliance with any tax obligations arising from your use of the Platform and it is your sole responsibility to consult with a tax advisor regarding your specific state, local, and federal requirements for your jurisdiction or country. We shall bear no liability or responsibility with respect to any non-Sweet tax obligation. Sweet reserves the right, in its absolute and sole discretion, if Sweet deems it is within Sweet’s obligation for compliance with laws to issue you tax forms or disclosures (including but not limited to, Form 1099’s) and to require that you complete any such additional information as may be required for Sweet to comply with governmental requirements. You agree to indemnify, defend, and hold Sweet, Brands and Affiliates and its and their respective officers, directors, employees, members, agents, licensors, representatives, advertisers, service providers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from your failure to provide required documentation or pay any appropriate taxes to the proper governmental authorities. To the extent that Sweet determines that it is liable or responsible in any jurisdiction for collecting or remitting any tax or providing transaction data to relevant authorities, Sweet has the right to implement such measures as it deems necessary, in its sole discretion, for ensuring compliance.

Sweet may provide functionality for a Digital Collectible such that certain downstream transfers of such Digital Collectible by you (e.g., to another consumer who collects Digital Collectibles) or to you (e.g., from another consumer transferring the Digital Collectible) require the payment of Content-related royalties to Sweet, a Brand, and/or their designees based on the purchase price of any such transfer and the intellectual property rights that are attached to transferred Digital Collectibles. Sweet may also charge a listing fee for any transactions taking place on or in connection with the Platform.

Sweet shall also be entitled to recoup or pass on any third-party transaction fees (including but not limited to debit card, credit card, third-party payment processing fees) and, to the extent applicable, sales tax amounts incurred from your use of the Platform or completion of a Transaction.

Sweet does not receive, custody, or process any payment of U.S. dollars or cryptocurrency in connection with Transactions on the Platform involving Users. All transfers of U.S. dollars and cryptocurrencies between Users and Sweet, as applicable, are processed by third-party payment service providers, and your use of these services is expressly made subject to such third-party service providers’ terms and conditions.

All sales on the Platform are final and unless otherwise agreed by Sweet in its sole discretion Sweet does not process refunds or repurchase Digital Collectibles that have been sold. If Sweet elects for a specific reason, it may in its sole discretion process a refund of a purchase made by you on the Platform to the method of payment used. Sweet will not, in any case, refund any amounts in excess of the amount of purchases made by you on the Platform. Sweet retains the right, in its sole discretion, to provide you with a credit for use on the Platform in the event that it is unable, for any reason, to offer or process any applicable refund to your original method of payment.

FEEDBACK; USER CONTENT

As between you and Sweet, and subject to the Brand License Terms, Sweet shall own and have exclusive rights (including but not limited to intellectual property rights) to, and you hereby assign to Sweet, any feedback, ideas, suggestions, or other materials or information that you provide through chat, email, posting through the Platform or otherwise (“Feedback”), including but not limited to any Feedback related to any beta use or testing of any of the Services or of Digital Collectibles. You acknowledge and agree that any Feedback you submit is not confidential. You shall not be entitled to, and hereby waive any claim for, acknowledgement or compensation related to any Feedback you provide. You hereby grant Sweet  the right to unrestricted use and dissemination of any Feedback you provide, including with Brands, without acknowledgement, accounting, or compensation to you.

You hereby grant Sweet a royalty free, irrevocable, perpetual, sublicensable, transferable, and exclusive worldwide license to use, copy, modify, display, publish, or distribute, in any form, any text, images, data, or materials or other content that you provide to Sweet using the Services, or submit, post, or otherwise send to Sweet that is not Feedback (“User Content”). Sweet may remove any User Content from the Services at any time for any or no reason.

PLATFORM ACCESS, SUSPENSION AND TERMINATION

Sweet presumes that if you permit your minor child to go online and access your Account, or if you establish an Account for any minor child, then such minor child has your approval and express permission to have independent access to the Platform or any other subpage on the Platform. You understand and agree that if you do not wish your minor child to have independent access to the Platform, it is your duty to make sure that you do not give your minor child your Account access details or establish an Account for them. Remember, even if a minor child has your Account access details, you can change it by changing your password. As stated above, a minor child under age thirteen (13) is prohibited from using the Platform, even with permission from a parent or guardian. We note that some of our Brand Partners may require a User to be age eighteen (18) or older to obtain Digital Collectibles associated with such Brand Partners; please refer to the applicable Brand License Terms or Campaign rules for any minimum age requirements.

As an express condition of your use of any of the Services, you covenant to us that (i) you shall not use the Services for any fraudulent or unlawful purpose or purpose prohibited by these Terms of Use or the laws or regulations in the jurisdiction in which you live or reside or where you may engage in any activity with the Services and (ii) your use and ownership of Digital Collectibles and the Services, as applicable, will comply with all applicable laws and regulations. Unlawful purposes include, but are not limited to, engaging or assisting in (a) money laundering or terrorist financing, (b) activities that violate a sanctions program, such as U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) sanctions requirements, (c) fraudulent conduct, and (d) illegal offerings of securities or investment contracts. Any violation of any of the above representations and warranties, including use in contravention of these Terms of Use, may subject you to civil liability, criminal prosecution, termination of your Account and all associated benefits as provided herein. If you violate any part of these Terms of Use, then your access to and use of the Platform and/or any of the Services (including any licenses granted to you in connection with the Services) is subject to automatic termination or other restriction by Sweet or certain Brand Partners, in their sole and absolute discretion. Sweet makes no representation that any Services are legal or appropriate for use outside of the United States of America or that any Services may be exported from the United States of America or for import into any foreign country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the United States of America from which you may access the Platform and/or any of the Services.

Suspension and Termination

If a User is deemed by Sweet in its reasonable discretion to be or have been non-compliant with any of the terms of these Terms of Use or, with respect to a User, any applicable Brand License Terms, or third-party requirements necessary to complete a Transaction, Sweet may terminate or suspend such User’s Account.

If we terminate an Account, we will permanently close such Account. If you are a User and your Account is terminated, you acknowledge that you may lose your ability to access the Digital Collectibles associated with such Account.

If your Account is terminated or suspended by Sweet, you agree to cease all access to or use of the Services (including the Platform). The Account is not an investment account, and the Digital Collectibles have no intrinsic value; consequently, and without limitation, Sweet shall have no liability to User for the freezing or termination of an Account.

THIRD-PARTY MATERIALS; INTEGRATIONS; CAMPAIGNS; PERKS & REWARDS

Third Party Materials

Certain Platform functionality may make available access to information, products, services and other materials made available by third parties (“Third-Party Materials”) or allow for the routing or transmission of such Third-Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Materials. Links to Third-Party Materials may be provided as a convenience, but are not controlled by us.

We neither control nor endorse, nor are we responsible for, any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Materials, or any intellectual property rights therein. The owners of the linked sites and Third-Party Material are solely responsible for those sites, that material, and the treatment of any information that you may share with such a third-party. Nothing in these Terms of Use shall be deemed to be a representation or warranty by Sweet with respect to any Third-Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Platform at any time. In addition, the availability of any Third-Party Materials through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider.

YOUR USE OF THIRD-PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS).

Integrations

In order to use all the features of the Platform and for Sweet to capture the completion of tasks performed on third party social media sites, Sweet may ask you to Open Authorize (“OAuth”) your social media accounts with your Account on the Platform. By OAuth-ing your social media accounts, you are giving the Platform certain permissions to access data about you, and also access your social media accounts for purposes such as, but not limited to, posting, liking, sharing, and commenting directly through the Platform. Sweet does not post content that you have not provided, or edit posts that are made through the Platform directly to social media sites. Sweet reserves the right to add any marketing or advertising disclaimer to an action taken if deemed necessary to comply with regulations for posting in certain types of actions. All posts on third party social media sites are governed by the respective third party and you are solely responsible for following their terms of use. Your posting on third party social media sites is entirely at your own risk.

We may (but have no obligation to) monitor, evaluate, alter, or remove postings before or after they appear on the Platform, or analyze your access to or use of the Platform. The Platform does not represent or guarantee the truthfulness, accuracy, timeliness, or reliability of your postings. SWEET ASSUMES NO DUTY TO MONITOR YOUR POSTINGS. SWEET DOES NOT REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY OR RELIABILITY OF SUCH POSTINGS OR THAT SUCH POSTINGS COMPLY WITH THE TERMS OR CONDITIONS OF THESE TERMS OF USE, THESE TERMS OF USE OF THIRD-PARTY SOCIAL MEDIA SITES OR THE LAWS, REGULATIONS, RULES OR OTHER GOVERNMENTAL REQUIREMENTS OF THE JURISDICTION IN WHICH YOU LIVE OR RESIDE. YOU SHOULD NEVER RELY UPON ANY POSTING AS NECESSARILY BEING TRUE, ACCURATE, GENUINE OR LAWFUL.

You understand, acknowledge, and agree that postings originating from your Account are the sole responsibility of the individual associated with that Account. THIS MEANS THAT YOU (AND NOT US, BRANDS, THE PLATFORM OR ANY THIRD-PARTY SOCIAL MEDIA SITE) ARE ENTIRELY RESPONSIBLE FOR THE CONSEQUENCES OF ALL POSTINGS ON THE PLATFORM OR THIRD-PARTY SOCIAL MEDIA SITES ORIGINATING FROM YOUR ACCOUNT. Your postings do not reflect the views of Sweet, Brands or any Affiliates. In no event shall Sweet, Brands or any Affiliates have or be construed to have any responsibility or liability for or in connection with any User posting whatsoever; provided, however, if we determine, in our sole and absolute discretion and judgment, that any posting does or may violate any of the terms of these Terms of Use, we reserve the right, at any time and without limiting any and all other rights we may have under these Terms of Use, at law or in equity, to: (a) refuse to allow you to post; (b) notify the third party social media site; or (c) use any technological, legal, operational or other means available to us to enforce the provisions of these Terms of Use, including, without limitation, terminating your Account on the Platform.

If a posting originates from you or your Account, you hereby: (a) represent and warrant that (i) the posting is original to you or fully cleared for use by the copyright owner as contemplated herein, (ii) the posting does not and will not, in any way, violate or breach any of the terms of these Terms of Use or any other Third Party platform, (iii) the posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other personal right, or contain any matter the publication or sale of which will violate any law, regulation or other governmental requirement or restriction, (iv) the posting does not contain content which would be deemed unlawful or restricted by law, and (v) the posting shall not be damaging or injurious to Sweet, Brands, any Affiliates or any User. In addition, if your posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm, or enterprise, you specifically represent and warrant that you have the right to make such posting.

Campaigns and Perks

Any sweepstakes, contests, raffles, surveys, games or similar campaigns (collectively, “Campaigns”) made available through or in connection with the Platform may be governed by rules that are separate from and in addition to these Terms of Use.  Furthermore, separate and/or additional rules in connection with a Campaign involving a particular Brand Partner may be imposed by such Brand Partner rather than by us and in order to participate in such Campaign, you may be required to assent to a separate, standalone set of terms and conditions in addition to these Terms of Use.

As a purchaser or possessor of a Digital Collectible, you may be offered certain Perks within descriptions, advertising, or marketing materials. Sweet and its Brands, licensors, artists, or other partners have the right to add, modify or remove any Perk at any time and without notice at their sole discretion.  Perks are provided on an “as is” and “as available” basis for a limited time only.

DATA, EMAIL AND MOBILE PHONE NUMBERS

You understand that by creating an Account or otherwise using the Platform, we may collect, use, and disclose information about you, including information that can personally identify you.  How we may collect, use, disclose and manage your data as explained in our Privacy Policy, https://sweet.io/legal/privacy/.

In some instances, we will jointly offer Digital Collectibles with a Brand Partner on our Platform. By engaging with us and those third-party Brand Partners with whom we jointly offer Digital Collectibles, you intentionally interact with both of us and direct us to disclose your information to those Brand Partners. When you purchase one of such Brand Partner’s Digital Collectible, then that Brand Partner may also collect and use your information in accordance with its privacy policy, and Sweet may enable disclosure of or disclose your information to that specific Brand. In those cases, in addition to reviewing our Privacy Policy, please review the Brand’s own privacy policy which will be made available on our Platform or their website prior to your purchase. We will also disclose your information with Brands if you otherwise direct us to do so. We may disclose de-identified and/or aggregated information relating to your use of and activities on our Platform with Brands where you have not purchased a Digital Collectible.

RULES OF CONDUCT; COPYRIGHT INFRINGEMENT CLAIMS PROCEDURES

Rules of Conduct

Your use of the Services (including access to the Platform) is subject to all applicable local, state, national laws, rules, and regulations and, in some cases, international treaties. You are solely responsible for all of your postings on the Platform, in the Sweet app, or through any third-party social media sites, and all other activities, acts and omissions that occur in, from, through or under your Account. You agree to abide by these “Rules of Conduct.” You shall not use, allow, post, chat, encourage or enable others to use, allow, post, chat, or knowingly condone the use of the Services in any manner that is, attempts to, or is likely to:

1. be libelous, threatening, abusive, harassing, deceptive, offensive, profane, obscene, vulgar, contains or depicts nudity, contains or depicts sexual activity, invasive of another’s privacy, tortious, defamatory, bullying, or harmful in any way that is deemed unlawful or restricted by law;
2. use the Services in any manner that could interfere with, disrupt, or inhibit others from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
3. send junk email chain letters, duplicative or unsolicited messages or transmissions deemed “spamming” or “phishing;”
4. transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancel-bots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Platform’s root directory, Sweet grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Sweet reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
5. use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same thing, to use, access, generate impressions, input information, or generate postings on social media sites;
6. forge any TCP/IP packet header or part of the header information in any email or message, forum, tweet, comment or other social media posting for any reason or otherwise provide false or misleading information to Sweet;
7. use the Services for any illegal, fraudulent, tortious, unauthorized, or otherwise unlawful purpose, or engage in, encourage or promote any activity that violates these Terms of Use or violates any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States of America), judicial or governmental order, any treaties or violations or infringements upon any intellectual property rights, rights of publicity or privacy, or any other rights of Sweet, Brands, Affiliates or of any other person, firm or enterprise or to use the Services to carry out any illegal activities;
8. gain unauthorized access to the Services or parts of the site not authorized for your use or attempt to use another’s Account without proper authorization, or to use the Services in any manner which violates or is inconsistent with the terms and conditions of these Terms of Use;
9. harvest or collect information about users of the Services;
10. reproduce, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without Sweet’s express prior written consent;
11. remove any copyright, trademark or other proprietary rights notice from the Services;
12. frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without Sweet’s express prior written consent;
13. systematically download and store materials or content from the Services; 
14. modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Services or reverse engineer, disassemble or decompile any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Services; or
15. use the Services in any manner designed to circumvent account limitations or restrictions, including but not limited to: 

• Create Accounts by automated means or under false or fraudulent pretenses;
• Use or attempt to use another user’s Account without authorization from such user;
• Pose as another person or entity;
• Access the Platform from a different email address if we’ve blocked any of your other email addresses from accessing the Platform, unless you have our written permission first;
• Use, operate, or create a computer program to simulate the human behavior of a User;
• Use the Services – including through any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Services in any manner;
• Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity; and
• Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.

Bids placed on Digital Collectibles sold in auction format on the Platform are binding offers to purchase the Digital Collectible. You are required to complete your payment within twenty-four (24) hours of winning an auction. A User failing to make payment after winning an auction is subject to being suspended or terminated from the Platform at Sweet’s sole discretion.

Any reported offensive content is subject to be removed from the Platform and the User creating such content is subject to being terminated from the Platform.

Procedure For Making Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send to Sweet a written notice by mail or e-mail, requesting that Sweet remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Sweet a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to the Copyright Agent as follows: By mail to Copyright Agent c/o SocialSweet, Inc. DBA Sweet, 30 W Park Place, Morristown, New Jersey 07960; or by e-mail to dmca@sweet.io. The Copyright Agent’s phone number is 201-775-9000.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

DISCLAIMER AND LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND ALL SERVICES, DIGITAL COLLECTIBLES, PERKS, REWARDS AND CONTENT THEREON ARE MADE AVAILABLE ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. Without limiting the foregoing, neither Sweet, Brands nor any Affiliates, suppliers or collaborators are responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Services; nor are we responsible for the acts or omissions of third-party platforms and their operators and users. You understand, acknowledge, and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all Services, features and functions of the Services (including the Platform).

Sweet cannot guarantee continuous service and access to the Services (including access to the Platform) without interruption or delay. It also is expected that occasional planned outages will be required to maintain and enhance the Services. These updates and releases are done in the interest of improving the Services functionality for Brand Partners and experience for the User. You indemnify Sweet against any losses associated with an inability to use or access the Services based on such system unavailability or limitation of access or functionality.

In some cases, Sweet integrates directly with third parties, including but not limited to, online merchant platforms, mailing list platforms, and social media platforms (“Third Party APIs”). You acknowledge that Sweet has no control over the uptime and functionality made available through Third Party APIs and as such certain aspects of the Services could incur an outage outside of Sweet’s control, and certain aspects of the Services’ functionality could be impacted by changes of features made available through Third Party APIs.

You understand that Sweet shall not be liable to you or any third-party for any claims or damages which may be suffered by you or any third party, including, but not limited to, losses or damages of any and every nature, resulting from the inability to access the Internet, inability to access the Platform and/or the Services, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of Sweet. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SWEET AND ITS BRANDS, AND ITS AND THEIR AFFILIATES AND RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SERVICES OR ANY DIGITAL COLLECTIBLE, OR FROM THESE TERMS OF USE, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA AND LOST REVENUES) ARISING OUT OF ANY BREACH OF, OR DISPUTE RELATED TO, THESE TERMS OF USE. These exclusions apply regardless of the theory of liability, or whether related to your use or inability to access the Platform or use the Services, or otherwise. These exclusions apply even if either party has been advised of the possibility of such damages. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE MAXIMUM LIABILITY OF SWEET AND ITS BRANDS (WHICH INCLUDES, COLLECTIVELY, ALL OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES, SHAREHOLDERS, SUPPLIERS AND LICENSORS) TO YOU SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00). The limitation on liability set forth in this section applies whether the claims are contract, tort (including negligence), or otherwise. This limitation of liability for the Services (including the Platform) is in the aggregate and not per incident. Some jurisdictions do not allow for limitations on damages and remedies; for that reason, some of the limitations described above may not apply to you.

SWEET DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO ANY PART OF THE SERVICES. SWEET DOES NOT REPRESENT OR WARRANT THAT ANY OF THE SERVICES ARE OR WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. SWEET WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN – OR TAKEN IN RELIANCE – ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE SWEET ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, SWEET CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY- RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD FROM THE SERVICES. SWEET CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

SWEET WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND WE ACCEPT NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) YOUR ERRORS SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS TO APPLICATIONS; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, 51% ATTACKS, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES. NOTHING IN THESE TERMS OF USE EXCLUDES OR LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY, WHICH MAY NOT OTHERWISE BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE FOR THE BENEFIT OF BOTH SWEET AND ITS BRANDS, AND ITS AND THEIR AFFILIATES AND RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “ASSOCIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

ADS AND MALWARE

We take great pride in creating the Platform. We keep an eye out for material technical glitches that affect how the Platform works and, when we find them, we will seek to fix them. Unfortunately, your computer or other device, or your online service provider or other entity, may cause some glitches that affect how you see the Platform — and that is totally beyond our control.

If you experience any unusual behavior, content, or ads on the Platform, it may be the result of Malware on your computer or other device. Malware — short for ‘Malicious Software’ — is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner’s knowledge or permission. Malware includes computer viruses, keyloggers, malicious active content, rogue programs and dialers, among others. While we continuously work closely with our partners to ensure that everything on the Platform is working properly, sometimes Malware programs on your personal computer or devices may interfere with your experience on the Platform and on other sites that you visit. If you do discover any Malware on your system, we suggest you speak with a qualified computer technician. If you ever suspect that there is any kind of Malware on the Platform or servers, please use the Contact Us website link and notify us immediately.

INTERNATIONAL USE

The Platform is controlled or operated (or both) from the United States and is not intended to subject Sweet to any non-U.S. jurisdiction or law. Although the Platform may be accessible worldwide, the Platform may not be appropriate or available for use in some non-U.S. jurisdictions, and we make no representation that materials thereon are lawful, appropriate, or available for use in locations outside the United States of America and accessing them from territories where its content or your participation on the Platform is illegal is strictly prohibited. Those who choose to access the Platform from other locations outside the United States of America do so on their own risk and must comply with all local laws including but not limited to tax and securities laws. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Sweet, Brands (including Brand Partners), and the Associated Entities and their respective successors and assigns (individually and collectively, the “Indemnified Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, reasonable attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services (including the Platform), (b) any Feedback or User Content you provide, (c) your breach or violation of these Terms of Use or any applicable Brand Licensing Terms, (d) your social media postings or any content you provide within the Platform, submit or make available on or through the Platform, (e) your unauthorized use of any content made available on the Platform, (f) your violation of the rights of another, including without limitation the terms of use of third party social media sites or the infringement or otherwise violation of the copyright, trademark, trade secret or other intellectual property rights of any third party, and (g) your violation of any law. You agree to promptly notify Sweet of any third-party Claims and fully cooperate with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written Terms of Use between you and Sweet.

DISPUTES AND GOVERNING LAW; WAIVER OF JURY TRIAL AND CLASS ACTION; ARBITRATION RULES

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION WILL NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC).

For purposes of this Section, “Dispute Parties” shall mean, with respect to any Dispute, the party(ies) that are the subject of that Dispute, including Sweet and/or Brand Partners as applicable, and each of their respective employees, members, directors, officers, agents and representatives. Notwithstanding any other provision in these Terms of Use, with respect to any dispute, you and the applicable Dispute Party(ies) agree and acknowledge that these Terms of Use evidence a transaction involving interstate commerce and that the Federal Arbitration Act will govern their interpretation and enforcement and any proceedings relating to such interpretation or enforcement.

Definition of Dispute.

“Dispute” shall be defined as any dispute, claim, or controversy against any Dispute Party(ies) arising out of or relating to the Services, Digital Collectibles, the Platform, these Terms of Use (including the Brand License Terms), the Privacy Policy of any of the Dispute Party(ies), other applicable  terms or policies of the Dispute Party(ies), or your relationship with the Dispute Party(ies), whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (“Dispute”). Dispute shall be interpreted broadly. Dispute shall also include any dispute, claim, or controversy that arose after termination. Notwithstanding the foregoing, Dispute shall not include disputes, claims, or controversies concerning patents, copyrights, trademarks, trade secrets, and claims of piracy or unauthorized use of the Services. You or the Dispute Party(ies) may seek interim or preliminary relief from a court of competent jurisdiction as needed to protect the status quo pending completion of arbitration.

Mandatory Informal Pre-Dispute Resolution Process.

Before initiating an arbitration proceeding, you or the Dispute Party(ies) must give the other party(ies) notice of the Dispute by providing a written “Notice of Dispute” that is personally signed by you (if you are initiating the Notice of Dispute) or a representative of the Dispute Party(ies) (if a Dispute Party is initiating the Notice of Dispute). The Notice of Dispute must contain the following information: (1) name, contact information (address, telephone number, and email address), and Account information if applicable; (2) a detailed description of the nature and basis of the Dispute; and (3) a detailed description of the nature and basis of the relief sought, including a calculation for it.

You must send any such Notice of Dispute to the Dispute Party(ies) by email to legal@sweet.io and, if applicable, by email to the applicable Brand Partner(s) if such email address is identified for such applicable Brand Partner in the Brand License Terms. We must send any such Notice of Dispute to you at the email address we have on file for you. You and the Dispute Party(ies) agree to attempt to resolve the Dispute through informal, good faith negotiations for a sixty (60) day period from the date that a completed Notice of Dispute is received (or a longer period, if agreed to by the parties). If the party receiving the Notice of Dispute requests a telephone settlement conference as part of this informal process, you and the Dispute Party(ies) agree to participate in an effort to resolve the Dispute. Should the Dispute Party(ies) make this request, you agree to attend this conference (with your counsel, if you are represented). Should you make the request, the Dispute Party(ies) agree to have a representative attend this conference (with counsel, if the Dispute Party(ies) are represented).

Compliance with this “Mandatory Informal Pre-Dispute Resolution Process” is a condition precedent to initiating arbitration. Neither you nor the Dispute Party(ies) may initiate an arbitration proceeding absent such compliance. If the sufficiency of a Notice of Dispute or compliance with this process is at issue, it may be decided by a court of competent jurisdiction at either party's election, and any arbitration proceeding shall be stayed. Such court shall have the authority to enforce this condition precedent to an arbitration proceeding, which includes the power to enjoin the filing or prosecution of a demand for arbitration and the assessment and collection of arbitration administrative fees. Notwithstanding the foregoing, either party may elect to raise non-compliance with this Mandatory Informal Pre-Dispute Resolution Process and seek relief in arbitration.

Any applicable limitations period (including the statute of limitations) and any filing fee deadlines shall be tolled while you and the Dispute Party(ies) engage in this Mandatory Informal Pre-Dispute Resolution Process in an effort to resolve the Dispute.

Small Claims Court.

Any Dispute that falls within the jurisdictional scope and limits of the small claims court where you reside must be brought in that court on an individual basis. Such Dispute must remain in small claims court and may not be removed or appealed to a court of general jurisdiction.

Arbitration Procedures.

Except as otherwise provided herein, any Dispute that is not resolved through the Mandatory Informal Pre-Dispute Resolution Process or small claims court shall be resolved by binding arbitration to be held in the county or parish in which you reside.

The arbitration shall be administered by the American Arbitration Association (“AAA”) and heard by a single, neutral arbitrator. The AAA shall administer the arbitration in accordance with the AAA's applicable rules including the supplementary rules (“AAA Rules”), as modified by these Terms of Use. The AAA Rules are available at www.adr.org. If the AAA is unable or unwilling to administer the arbitration consistent with these Terms of Use, the parties shall agree on an alternative provider that will do so. If the parties cannot agree, they shall jointly petition a court of competent jurisdiction to appoint an arbitration provider that will do so.

The party seeking to initiate arbitration must provide the other party with the demand for arbitration as specified in the AAA Rules and these arbitration provisions. If you are initiating arbitration, you shall serve the demand on the Dispute Party(ies) by email to legal@sweet.io and, if applicable, by email to the applicable Brand Partner(s) if such email address is identified for such applicable Brand Partner in the Brand License Terms. If the Dispute Party(ies) initiate(s) arbitration, the Dispute Party(ies) shall serve the demand at the email address that we have on file for you. The demand for arbitration must be personally signed by the party initiating arbitration (and their counsel, if represented). By signing the demand for arbitration, that party (and their counsel, if represented) certifies that they have complied with (1) the Mandatory Informal Pre-Dispute Resolution Process (and they shall attach the Notice of Dispute) and (2) the requirements of Federal Rule of Civil Procedure 11(b), including that the claims and relief sought are neither frivolous nor brought for an improper purpose. The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would.

The AAA Rules shall govern the payment of all arbitration fees. You and the Dispute Party(ies) agree that arbitration is designed to be cost-effective for all parties. Either party may engage with the AAA to discuss fee reductions and deferred payments. All issues are for the arbitrator to decide except the following, which are for a court of competent jurisdiction to decide: (1) issues that are specifically reserved for a court in these Brand License Terms and (2) issues related to the scope and enforceability of the arbitration provisions.

The arbitrator may award relief, including, but not limited to, monetary, declaratory, injunctive, or other equitable relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator must follow these Terms of Service and can award the same individualized damages and relief as a court, including injunctive or other equitable relief necessary to provide relief as to the individualized claim. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Unless you and the Dispute Party(ies) otherwise agree, one person's claims may not be consolidated with those of any other person. If a court determines that a claim or request for public injunctive relief may not be waived and all appeals from that decision have been exhausted (or it is otherwise final), you and the Dispute Party(ies) agree that any claim or request for public injunctive relief shall be stayed and resolved by a court pending arbitration of the remaining claims and requests for relief.

The decision of the arbitrator shall be in writing and shall set forth the essential findings of fact and legal analysis. A judgment to enforce the award may be entered by a court of competent jurisdiction, however, any award that has been satisfied may not be filed or entered in court. The decision of the arbitrator shall have no preclusive effect in any proceeding involving non-identical parties.

Each party reserves the right to request a telephonic, video, or in-person hearing from the arbitrator. You and the Dispute Party’s(ies’) representative shall personally appear at any hearing ordered by the arbitrator (along with your and counsel for the Dispute Party(ies), if represented). For claims of more than $25,000 (and for claims seeking individualized injunctive, equitable, or declaratory relief that are not subject to small claims court as set forth above), a telephone, virtual, or in-person hearing shall be held and you and the Dispute Party(ies) representative shall personally appear (along with your and the counsel for the Dispute Party(ies) , if represented). The parties can agree to waive a hearing.

Additional Procedures for Multiple Case Filings.

The following provisions set forth additional procedures that apply to multiple case filings. If fifty (50) or more similar claims are asserted against the Dispute Party(ies) by the same or coordinated counsel or are otherwise coordinated (and your claim is one of them), you understand and agree that these additional procedures shall apply and the resolution of your Dispute might be delayed.

• Stage One: Counsel for the claimants and counsel for the Dispute Party(ies) shall each select fifty (50) claims per side to be filed and to proceed in individual arbitrations as part of an initial staged process. Any remaining claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed or collected in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. If a claim is withdrawn prior to adjudication, another claim shall be randomly selected to be filed and to proceed in this set. After this initial set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining claims with a retired federal or state court judge and the Dispute Party(ies) shall pay the mediator's fee.
• Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for the Dispute Party(ies) shall each select seventy-five (75) claims per side to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Any remaining claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed or collected in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. If a claim is withdrawn prior to adjudication, another claim shall be randomly selected to be filed and to proceed in this set. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining claims with a retired federal or state court judge, and the Dispute Party(ies) shall pay the mediator's fee.

Each case within any given stage shall be assigned to a different, single arbitrator, unless the parties otherwise agree in writing. If your claim is not resolved as part of the staged process set forth above, either:

• Option One: You and the Dispute Party(ies) may, separately or by agreement, opt out of arbitration and elect to have your claim heard in a court of competent jurisdiction consistent with these Terms of Use. You may opt out of arbitration by providing your individual, personally signed notice of your intention to opt out to the Dispute Party(ies) by email  to legal@sweet.io and, if applicable, by email to the applicable Brand Partner(s) if such email address is identified for such applicable Brand Partner in the Brand License Terms within thirty (30) days after the conclusion of Stage Two. The Dispute Party(ies) may opt your claim out of arbitration by sending an individual, personally signed notice of its intention to opt out to your counsel within fourteen (14) days following the expiration of your thirty (30) day opt-out period. Counsel for the parties may agree to adjust these deadlines.

OR

• Option Two: If neither you nor the Dispute Party(ies) elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved through continued staged proceedings as set forth below. Assuming the number of remaining claims exceeds two hundred (200), then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims shall be filed and proceed in individual arbitrations. Each of these 200 cases shall be assigned to a single, different arbitrator. Any remaining claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed or collected in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and the AAA to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

Any relevant limitations period and filing fee or other deadlines shall be tolled subject to these Additional Procedures for Multiple Case Filings from the time the first cases are selected for a staged process until your claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration.

A court of competent jurisdiction shall have the authority to enforce these Additional Procedures for Multiple Case Filings and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment and collection of arbitration fees. If these Additional Procedures for Multiple Case Filings apply to your claim, and a court of competent jurisdiction determines they are not enforceable as to your claim, then your claim shall proceed in a court of competent jurisdiction consistent with these Terms of Use.

Opt Out of Future Changes.

If any future change is made to the arbitration provisions in this Section 1 (other than a change to the notice address), you may reject any such change by sending a personally signed, written notice of your decision to opt out of those changes by email to legal@sweet.io within thirty (30) days of notice of the change and include your full name and your mailing address, telephone number, and email address, and a description of when and how you interacted with the Dispute Party(ies). Such opt out must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement that you wish to reject the change to the arbitration provisions. This is not an opt out of arbitration altogether.

Class Action Waiver and Jury Trial Waiver.

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS. THIS SECTION WILL NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC).

You and the Dispute Party(ies) agree that, to the fullest extent permitted by applicable law, each party may bring claims (whether in court or in arbitration) against the other only in an individual capacity, and not participate as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding. This means that you and the Dispute Party(ies) may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and the Dispute Party(ies) may not participate in any class, collective, consolidated, private attorney general, or representative proceeding brought by any third party. Notwithstanding the foregoing, you or the Dispute Party(ies) may participate in a class-wide settlement.

To the fullest extent permitted by applicable law, you and the Dispute Party(ies) waive any right to a jury trial.

Choice of Law and Venue.

Subject to applicable law (which may include the Province of Quebec), these Terms of Use and any Disputes between you and the Dispute Party(ies) will be governed by the laws of the State of New York without regard to its principles of conflicts of laws.

Unless you and the Dispute Party(ies) agree otherwise, to the fullest extent permitted by applicable law (which may include the Province of Quebec), the state and federal courts of New York County, New York shall have exclusive jurisdiction over any Disputes between you and the Dispute Party(ies) (except for Disputes brought in small claims court) that are not subject to arbitration or over any action involving the applicability or enforceability of any provisions of these Terms of Use (including the arbitration provisions and class action waiver). You and the Dispute Party(ies) consent to the exclusive jurisdiction of those courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis to seek transfer or change venue of such action to another court.

NEW JERSEY CONSUMERS

If you are a consumer residing in New Jersey, the following provisions of these Terms of Use do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act); (b) the limitations of liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) the requirement that you indemnify Sweet and the Indemnified Parties (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); (e) the limitation on your time for filing a claim against Sweet or the Dispute Party(ies) hereunder, to the extent that such limitation in connection with a claim is shorter than the applicable limitation under New Jersey law; and (f) the New York governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law, such rights shall be governed under New Jersey law).

MISCELLANEOUS

These Terms of Use cannot be modified, changed, or terminated by you, except as specifically described herein. The waiver of any breach of these Terms of Use, no matter how long continuing or how often repeated will not be deemed a waiver of any subsequent breach, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. No waiver of any provision of these Terms of Use shall be effective unless in writing and signed by a duly authorized signatory of both parties. If any section of these Terms of Use is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the parties’ intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Use, which are to remain in full force and effect.

Unless modified separately in written agreement with the parties, these Terms of Use constitutes the entire agreement between you and us with respect to the subject matter set forth herein. You agree that we may assign these Terms of Use without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business wherein such successor shall assume the rights and obligations herein. You may not assign these Terms of Use either in whole or in part without our express written consent.

The section headings and subheadings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect these Terms of Use. Where text requires, words in the singular shall be deemed to include the plural and vice-versa, and words of any gender shall be deemed to include all genders. Any provision of these Terms of Use which must survive in order to allow us to enforce its meaning shall survive termination of these Terms of Use.

Except as specifically provided herein, Sweet is an independent contractor and shall not be deemed for any purpose to be an employee of User. Sweet shall not be responsible to the User or any other governing body for any payroll-related taxes related to the performance of the Services, including but not limited to, withholding or other taxes related to federal or state income tax, social security benefits or unemployment compensation. Except as specifically provided in this paragraph, neither party is an agent, representative or partner of the other party and these Terms of Use shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture, or partnership between the Sweet and the User or to impose any liability attributable to such a relationship upon either of them. No party shall have the right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other party.

Sweet nor any Brands shall be liable for any interruption of Services or delivery of the Platform, which result directly or indirectly from acts of God, civil or military authority, act of public enemies, war, accidents, fires, explosions, earthquakes, floods, terrorism, pandemics, endemics, failure of infrastructure, hacking, Internet downtime, lag or delay, the elements, or any other similar cause beyond our reasonable control.

APPLE DEVICE AND APPLICATION TERMS

In the event you are accessing the Services via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store (in either case, an “Application”), the following shall apply:

1. Both you and Sweet acknowledge that these Terms of Use are concluded between you and Sweet only, and not with Apple, and that Apple is not responsible for the Application or the content of the Application;
2. The Application is licensed to you on a limited, non-exclusive, non-transferable, non- sublicensable basis, solely to be used in connection with the Services on an Apple-branded product that runs Apple’s iOS operating system for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms of Use as they are applicable to the Services;
3. Apple is not providing any warranty for the Application except, if applicable, to refund the purchase price for it;
4. You will only use the Application in connection with an Apple device that you own or control;
5. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Application, including any third-party product liability claims, claims that the Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement;
6. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund you the purchase price, if any, of the Application;
7. You acknowledge and agree that Sweet, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
8. You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Sweet, and not Apple, will be responsible for the investigation, defense, settlement, and discharge of any such infringement claim;
9. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
10. Both you and Sweet acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
11. Both you and Sweet acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these terms, and that upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as a third-party beneficiary hereof.

BRAND LICENSE TERMS

To the extent that there is a conflict between the Terms of Use set forth above and the terms and conditions set out in the Brand License Terms below, the Brand License Terms shall govern with respect to the conflicting terms. 

“NHL Parties” means the National Hockey League (“NHL”), the member clubs of the NHL (“NHL Member Clubs”), NHL Enterprises, L.P., NHL Enterprises Canada, L.P., NHL Enterprises, B.V., and NHL Interactive CyberEnterprises, LLC.

“Hockey Parties” means the NHL Parties, the National Hockey League Players’ Association (“NHLPA”), NHL Alumni Association (“NHLAA”), and their respective current and future Affiliates. For certainty, under these Terms of Use, the Hockey Parties are each a Brand and Brand Partner and www.nhlbreakaway.com is a part of the Platform.

Any Notice of Dispute and any other notices related to any Dispute against the Hockey Parties shall be sent by email to ADR@nhl.com for the NHL Parties, https://www.nhlpa.com/the-pa/what-we-do/contact-us for the NHLPA, and privacy@nhlalumni.comfor the NHLAA, as applicable, with a copy to legal@sweet.io.

Hockey Party License

As with other types of artistic works, Digital Collectibles are being sold for consumptive enjoyment as collectibles. Subject to your compliance with these Terms of Use and your lawful acquisition and use of a Digital Collectible that incorporates or is associated with Content owned or controlled by Hockey Parties, respectively (“Hockey Party Content,” which may include, without limitation, game action footage featuring NHL players and alumni), the Hockey Parties hereby grant you a non-exclusive, royalty-free, non-sublicensable, limited license, solely with respect to any Digital Collectibles you own, to use, copy, and display the Hockey Party Content incorporated within or associated with the Digital Collectibles solely for your personal, non-commercial use (the “Limited License”). You are not permitted to delete or obscure any copyright or other proprietary notices associated with the Hockey Party Content. This Limited License does not grant you any rights in or to the Hockey Party Content, or any other intellectual property rights, other than as set forth in these Terms of Use and Brand License Terms. Any use of the Hockey Party Content other than as expressly authorized herein is strictly prohibited and shall immediately terminate your right to access and use the Platform, Services, and Hockey Party Content. Any such unauthorized use may also violate applicable laws, including copyright and trademark laws. For clarity, any reference to Content in these Terms of Use shall include Hockey Party Content.

The Limited License applies only to the extent that you continue to possess the applicable Digital Collectible and to the extent you are not in breach of these Terms of Use. If at any time you sell, trade, donate, give away, or transfer your Digital Collectible to a new owner, or breach these Terms of Use or these Brand License Terms, your Limited License shall automatically terminate without the requirement of notice by Sweet or the Hockey Parties, or any further action, and you will have no further rights in or to the Hockey Party Content associated with that Digital Collectible. If at any time you sell, trade, donate, give away, or transfer your Digital Collectible to a third party, such third party shall be subject to these Terms of Use and these Brand License Terms and you shall no longer have any right to access or use such Digital Collectible, including the Hockey Party Content incorporated into or associated therewith.

The Limited License applies only to the Digital Collectibles on the blockchain that we, in our sole discretion, may designate, which designation shall apply retroactively. Therefore, if, for example, a fork or other event purports to result in a duplicate of a Digital Collectible, only the Digital Collectible recorded on the blockchain designated by us will be eligible to receive the benefit of the Limited License. Any license purportedly granted hereunder to an owner of a Digital Collectible recorded on a blockchain not designated by us is void ab initio.

You may not and will not permit any third party to do or attempt to do any of the following without the express prior written consent of the appropriate Hockey Parties in each case: (i) modify, alter and/or create derivative works of the Hockey Party Content; (ii) use the Hockey Party Content for your and/or any other third party’s commercial benefit, including in any advertising, marketing or promotion related thereto; (iii) use the Hockey Party Content in connection with images, videos, and/or other forms of media that depict hatred, intolerance, violence, cruelty, politics or anything else that could reasonably be found to constitute hate speech or infringe upon the rights of others; (iv) use the Hockey Party Content in a manner that disparages or otherwise reflects unfavorably or harms any Hockey Parties; (v) attempt to mint, tokenize, or create an additional cryptographic token, including an NFT, representing the Hockey Party Content on any platform; and (vi) otherwise commercially use or exploit any Hockey Party Content for your or any third party’s benefit, including by selling copies of any Hockey Party Content or selling derivative works embodying any Hockey Party Content.

You acknowledge that the Hockey Parties own all right, title and interest in and to the Hockey Party Content, as their respective interests may appear, including any video or other media, design, images, logos, illustrations, animations, graphic material, personality rights, proprietary information, as well as any accompanying documentation or other written materials, tangible or intangible, and all legally protectable elements of the foregoing, including, without limitation, all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, and all intellectual property rights therein (collectively the “Hockey Parties IP”). Any limited license rights that you may have in and to the Hockey Party Content are limited to those expressly described in the Limited License. The Hockey Parties reserve all other rights, including all copyrights, in and to the Hockey Parties IP. Any use of the Hockey Party Content or Hockey Parties IP in a manner not permitted by these Terms of Use violates the intellectual property rights, and possibly other rights, of the Hockey Parties, as their interests may appear. Any rights granted by the Hockey Parties to you hereunder may be modified or rescinded in their entirety if there are changes in technology, laws and/or regulations related to the sale of NFTs that would necessitate such changes to protect the Hockey Parties IP or other rights or property of the Hockey Parties. You acknowledge and agree that the Hockey Parties may modify, replace, or remove the Hockey Party Content associated with your Digital Collectible at any time if the Hockey Parties, in their sole discretion, determine it to be necessary.

You further acknowledge that, as between you and the Hockey Parties, the Hockey Parties shall own and have exclusive rights (including but not limited to intellectual property rights) to, and you hereby assign to the Hockey Parties, any Feedback that pertains to the Hockey Party Content or Hockey Parties. 

The trademarks, service marks, trade names and logos, of the Hockey Parties that appear on the Platform or in Hockey Party Content associated with Digital Collectibles are property of their respective owners and may not be used by you other than to factually describe your Digital Collectible when listing it for sale or distribution or for non-commercial purposes.

The NHL Breakaway Platform by Sweet is the Official and Exclusive Digital Collectibles Highlights Marketplace of the NHL, NHLPA, and NHLAA.  

All Sweet marks and logos are the property of Sweet. © Sweet 2023, All Rights Reserved.  

Digital Collectibles are Officially Licensed Products of the NHL, NHLPA, and/or NHLAA.  

All NHL logos and marks and NHL team logos and marks are the property of the NHL and its teams and are used, under license, by Sweet. © NHL 2023, All Rights Reserved.  

NHLPA and the NHLPA logo are registered trademarks of the National Hockey League Players' Association and are used, under license, by Sweet. © NHLPA. All Rights Reserved. 

NHLAA and the NHLAA logo are registered trademarks of the NHL Alumni Association and are used under license by Sweet, © NHLAA 2023, All Rights Reserved. 

Any other third-party marks or logos in a Digital Collectible are the property of their respective owners and use does not necessarily imply any affiliation with or endorsement by them.

You agree not to circumvent, disable or otherwise interfere with security-related features of the Platform that prevent or restrict use or copying of any Hockey Parties IP or enforce limitations on use of the Services or the Hockey Party Content.  

As disclosed in these Terms of Use, when you purchase a Digital Collectible associated with Hockey Party Content, Sweet may enable disclosure of or disclose your information to specific Hockey Parties. In those cases, the privacy policies of the NHL, the NHLPA, and/or the NHLAA will also apply and should be reviewed here (for the NHL) https://www.nhl.com/info/privacy-policy, here (for the NHLPA) https://www.nhlpa.com/privacy-policy, and here (for the NHLAA), https://nhlalumni.com/privacypolicy/.  Please note that the NHL Member Clubs are responsible for their own privacy policies and practices, and you should review an applicable NHL Member Club's privacy policy, available on their respective websites for information about their practices with respect to their practices.