Last Updated: April __, 2022
Thank you for accessing the Stribe™ website located at www.stribe.dental (the “Site”). The Site is owned and operatedby Stribe DentalEducation & Supplies LLC (“Stribe™,” “we,” “our” or “us”).
Please note, if you are a resident of aEuropean Union Member State, or are otherwise physically located in theEuropean Union, you are not permitted to use the Site and/or Stribe™ Offerings.
Discord®is a registered trademark of Discord Inc. (“Discord”). Instagram® is a registered trademark ofFacebook, Inc. (“Instagram”). LinkedIn® is a registeredtrademark of LinkedIn Corporation (“LinkedIn”). Pleasebe advised that Stribe™ is not in any way affiliated with Discord, Instagram orLinkedIn, and the Stribe™ Offerings are not endorsed, administered or sponsoredby Discord, Instagram or LinkedIn.
Your California Privacy Rights
If you are a resident of the State of California and wouldlike to learn how your “personal information” (as defined in the Shine theLight Law, Cal. Civ. Code § 1798.83) is shared with third parties, what categoriesof personal information we have shared with third parties in the preceding year,as well as the names and addresses of those third parties, please e-mail us at:firstname.lastname@example.org; call us at: (845)641-4334; or send us U.S. Mail to: Attn: Stribe Dental, 800 West Avenue, #1006,Miami Beach, FL 33139.
Further, if you are a residentof the State of California and would like to opt-out from the disclosure ofyour personal information to any third-party for marketing purposes, pleasee-mail us at: email@example.com; call us at: (845)641-4334; or send us U.S. Mail to: Attn: Stribe Dental, 800 West Avenue, #1006,Miami Beach, FL 33139.
YourNevada Privacy Rights
Ifyou are a resident of the State of Nevada and would like to opt-out from the saleof your personal information to any third party data broker, please e-mail usat: firstname.lastname@example.org; call us at: (845)641-4334; or send us U.S. Mail to: Attn: Stribe Dental, 800 West Avenue, #1006,Miami Beach, FL 33139.
Personal Information Collected
Please be advised that item (d) in the preceding paragraphshall be referred to as “Sensitive Information.”
Inaddition to the foregoing, Stribe™ requires that users have Walletscapable of conducting transactions using Ethereum in order to purchase Stribe™ NFTs.When your Ethereum-enabled Wallet is used to mint or purchase Stribe™ NFTs,your Ethereum account address shall be provided to Stribe™ bythe third-party platform on which the Ethereum Wallet is created.
Use and Sharing of Personal Information
By submitting your personal information by and through the Stribe™Offerings, you agree that: (a) we may share, sell, rent, lease or otherwiseprovide that personal information (other than Sensitive Information) to anythird-party for any purpose permitted by law; and (b) we may work with otherbusinesses to bring selected third-party offers to you. These businesses and third-partiesmay include, but are not limited to: (i) providers of direct marketing servicesand applications, including lookup and reference, data enhancement, suppressionand validation; (ii) e-mail marketers; (iii) telemarketers (where permitted byapplicable law); and (iv) direct marketers.
We may also use your personal information to send you promotionalmessages regarding various Stribe™ products and/or services, as well asthird-party products and/or services that we think may be of interest to you. Ifyou wish to stop receiving future communications from us, please follow the instructionsat the end of each such marketing message or use any of the other options availablein the “Opt-Out/Unsubscribe” section below.
We may also employ third parties andindividuals to perform certain functions on our behalf, including helping usoperate the Stribe™ Offerings and/or to administer related activities on ourbehalf. Examples include paymentprocessing, sending direct and electronic mail, removing duplicate informationfrom user lists, analyzing data and providing marketing analysis. The agents performing these limited functionson our behalf shall have access to our users’ personal information as needed toperform their functions for us, but we do not permit them to use user personalinformation for other purposes.
We will also use your personal informationfor customer service, to provide you with information that you may request, tocustomize your experience with the Site and/or to contact you when necessary inconnection with transactions entered into by you through the Stribe™ Offerings.We may also use your personal information for internal business purposes, suchas analyzing and managing our business. We may also combine the information we havegathered about you with information from other sources.
By registering via the Site, youagree that such act constitutes an inquiry and/or application for purposes of theAmended Telemarketing Sales Rule (16 CFR §310 et seq.), as amended from time totime (the “Rule”) and applicable state do-not-call regulations. As such,notwithstanding that your telephone number may be listed on the Federal TradeCommission’s Do-Not-Call List, and/or on applicable state do-not-call lists, weretain the right to contact you via telemarketing in accordance with the Ruleand applicable state do-not-call regulations.
Non-PersonalInformation Collection and Use
Computer IP Addresses/Browser Type
We may collect certainnon-personally identifiable information about you and your desktop computer whenyou visit many of the pages of the Site. This non-personally identifiable information includes, without limitation,the type of browser that you use (e.g., Safari, Chrome, Internet Explorer),your IP address, the type of operating system that you use (e.g., Windows or iOS)and the domain name of your Internet service provider (e.g., Verizon, AT&T). We use the non-personally identifiable informationthat we collect to improve the design and content of the Stribe™ Offerings andto enable us to personalize your Internet experience. We also may use this information in the aggregateto analyze usage of the Stribe™ Offerings.
Users can opt-out ofcertain Google®-related tracking technology, and customize the Google® DisplayNetwork ads that they receive, by visiting the Google® Ads Settings at:http://www.google.com/settings/ads. Google® also recommends installing the Google® Analytics Opt-out BrowserAdd-on for your web browser, which is available here: https://tools.google.com/dlpage/gaoptout.
In addition, users may beable to disable some, but not all, of this tracking activity by utilizing the“Do Not Track” setting or similar options within most major Internet browsers. Further, users may be able to opt-out of thisform of tracking utilizing the options made available by the NetworkAdvertising Initiative, Facebook or DigitalAdvertising Alliance. Pleasenote that opting out of this tracking activity does not opt you out of being servedadvertising. Even where you opt out of this tracking activity, you will continueto receive generic ads.
Cross Device Tracking
Stribe™ tracks users’ useof the Stribe™ Offerings across various devices, including your personalcomputer and mobile device, in order to optimize and personalize your Stribe™Offerings experience. Stribe™ may collectcertain of your personal information across various devices. Please be advised that where you opt-out ofhaving your use of the Stribe™ Offerings tracked across devices, you may needto upload certain information multiple times and/or input your log-in informationmultiple times.
Stribe™ reserves the right to transfer and/or sell aggregateor group data about users of the Stribe™ Offerings for lawful purposes. Aggregate or group data is data thatdescribes the demographics, usage and other characteristics of users as a group,without disclosing personally identifiable information.
Credit and/or Debit CardTransactions
Discord Channel; Social Media Websites
If you engage in any interactionwith Stribe™, other users or any third-party by and through the Discord Channeland/or any Social Media Pages, you should be aware that: (a) the personal informationthat you submit by and through such venues can be read, collected and/or usedby other users of these websites/services (depending on your privacy settings associatedwith your accounts with Discord and any other applicable Social Media Website(s)),and could be used to send you unsolicited messages or otherwise to contact youwithout your consent or desire; and (b) where Stribe™ responds to any interactionon the Discord Channel and/or any such Social Media Pages, your account name/handlemay be viewable by any and all members/users of Stribe’s™ Discord Channel/SocialMedia Pages. We are not responsible for thepersonal information that you choose to submit via the Discord Channel and/or anySocial Media Websites.
The Discord Channel andSocial Media Websites operate independently from Stribe™, and we are not responsiblefor the interfaces and/or privacy or security practices of such venues. Your interactions on the Discord Channel and theSocial Media Pages are governed by the privacy policies of Discord and the applicableSocial Media Websites. We encourage youto review the privacy policies and settings of Discord, and those Social Media Pageswith which you interact, to help you understand their respective privacy practices. If you have questions about the security andprivacy settings of Discord and/or any Social Media Pages that you use, pleaserefer to the Discord privacy notice, as well as the privacy notices or policiesof the applicable Social Media Websites.
From time-to-time, Stribe™ may publish video, images, text, graphics and other contentsubmitted by users (collectively, “User Content”) by and through the Stribe™Offerings. Each user who makes UserContent available to Stribe™ for publication by and through the Stribe™Offerings hereby irrevocably grants to Stribe™, for good and valuableconsideration, the receipt of which is hereby acknowledged, the worldwide rightand license to use, reuse and publish any and all User Content, in any and allforms of marketing and promotional material including, without limitation,print advertisements (“ads”), online ads, ads and other promotionsappearing on the Discord Channel, Stribe’s™ Social Media Pages and other SocialMedia Websites, email ads, television ads, radio ads, interactive media, aswell as printed extracts and reproductions of any portion thereof(collectively, “Ads”), and for any and all other uses. Each user who posts User Content expressly: (a)releases Stribe™ from any and all claims that such user has or may have for breachof right of publicity, invasion of privacy, defamation, copyright infringementor any other claim or cause of action arising out of or in connection with anyproduction, distribution, duplication, broadcast, exhibition, publication, Ador promotion utilizing or incorporating the subject User Content, or any otheruse of the subject User Content whatsoever; and (b) acknowledges and agreesthat Stribe™ shall not be liable for any causes of action or claims related tothe applicable user’s decision to provide the User Content to Stribe™.
The Site may contain linksto third-party owned and/or operated websites including, without limitation, theDiscord Channel and Social Media Websites. Stribe™ is not responsible for the privacy practices or the content ofsuch websites. In some cases, you may beable to make a purchase through one of these third-party websites. In these instances, you may be required toprovide certain information, such as a credit card number, to register or completea transaction at such website. These third-partywebsites have separate privacy and data collection practices and Stribe™ has noresponsibility or liability relating to them.
Security of Your Personal Information
Weendeavor to safeguard and protect our users’ personal information. When users make personal informationavailable to us, their personal information is protected both online and offline(to the extent that we maintain any personal information offline). Where our registration/application processprompts users to enter Sensitive Information,and when we store and transmit such Sensitive Information, that information is encrypted with advanced TLS (Transport Layer Security).
Accessto your personal information is strictly limited, and we take reasonable securitymeasures to ensure that your personal information is not accessible to thepublic. All of our users’ personal informationis restricted in our offices, as well as the offices of our third-party serviceproviders. Only employees or third-partyagents who need user personal information to perform a specific job are grantedaccess to user personal information. Ouremployees are dedicated to ensuring the security and privacy of all users’personal information. Employees not adheringto our firm policies are subject to disciplinary action. The servers that we store user personalinformation on are kept in a secure physical environment. We also have security measures in place toprotect the loss, misuse and alteration of personal information under ourcontrol.
Pleasebe advised, however, that while we take every reasonable precaution available toprotect your data, no storage facility, technology, software, security protocolsor data transmission over the Internet or via wireless networks can beguaranteed to be 100% secure. Computerhackers that circumvent our security measures may gain access to certainportions of your personal information, and technological bugs, errors andglitches may cause inadvertent disclosures of your personal information; provided, however, that any attempt to breachthe security of the network, our servers, databases or other hardware or softwaremay constitute a crime punishable by law. For the reasons mentioned above, we cannot warrant that your personalinformation will be absolutely secure. Any transmission of data by and/or through the Site, other Stribe™ Offerings or otherwise via the Internetor wireless networks, is done at your own risk.
Incompliance with applicable federal and state laws, we shall notify you and anyapplicable regulatory agencies in the event that we learn of an informationsecurity breach with respect to your personal information. You will be notified via e-mail in the eventof such a breach. Please be advised thatnotice may be delayed in order to address the needs of law enforcement,determine the scope of network damage, and to engage in remedial measures.
To opt-out of receivinge-mail and other forms of communication from us, you can: (a) follow the instructionsincluded in the applicable e-mail message or other communication; or (b) e-mailus at: email@example.com.
Notwithstanding the foregoing,we may continue to contact you for the purpose of communicating informationrelating to your use of Stribe™ Offerings, as well as to respond to any inquiryor request made by you. To opt-out ofreceiving Stribe™ Offerings-related and/or inquiry response-related messagesfrom Stribe™, you must cease requesting and/or utilizing the Stribe™ Offeringsand/or cease submitting inquiries to Stribe™, as applicable.
Deleting, Modifying and Updating Your Information
At your request, we will:(a) inform you of what personal information we have on file for you; (b) amendthe personal information that we have on file for you; and/or (c) remove personalinformation that you have provided to us, or that we have otherwise collected. You may do so by e-mailing us at: firstname.lastname@example.org. We ask individual users to identifythemselves and the information requested to be accessed, corrected or removedbefore processing such requests, and, to the extent permitted by applicablelaw, we may decline to process requests that are unreasonably repetitive or systematic,require disproportionate technical effort, jeopardize the privacy of others orwould be extremely impractical (for instance, requests concerning informationresiding on backup tapes).
Please be advised that deletingyour personal information may terminate your access to certain of the Stribe™Offerings. If you wish to continue usingthe full complement of Stribe™ Offerings, you may not be able to delete all ofthe personal information that we have on file for you.
Please be further advisedthat, after you delete your personal information, residual copies may take aperiod of time before they are deleted from our active servers and may remain inour backup systems.
Transfer of Personal Information Internationally
If you are visitingthe Site from a country other than the country in which our servers arelocated, your communications with us may result in the transfer of informationacross international boundaries. By visiting the Site and/or otherwise communicatingelectronically with us, as applicable, you consent to such transfers. Even if your jurisdiction does not have thesame privacy laws as the jurisdiction where our servers are located, we willtreat your information as subject to the protections described in this PrivacyPolicy.
Filing a Complaintwith the Federal Trade Commission
To file a complaint regarding our privacy practices, please Click Here.
NFT OWNER AGREEMENT
This NFTOwner Agreement (“Owner Agreement”) is entered into by and between StribeDental Education & Supplies LLC (“Licensor”) and the individual orentity that obtains a limited license in and to a Stribe NFT (as defined below) (the “Owner”), andis effective as of the date that the limited license rights in and to the StribeNFT are transferred to the Owner (the “Effective Date”). This Owner Agreement shall be deemedincorporated into the Stribe™ Website Terms and Conditions (“Site Terms,”and together with this Owner Agreement, the “Agreement”); provided,however, to the extent that anything in this Owner Agreement is inconsistentwith the Site Terms, this Owner Agreement shall take precedence.
OWNERACKNOWLEDGES RECEIPT AND UNDERSTANDING OF THE AGREEMENT, AND AGREES TO BE BOUNDBY ITS TERMS, IN THEIR ENTIRETY. OWNER’S ACCEPTANCE OF A STRIBE NFT SHALL BE DEEMED OWNER’SACCEPTANCE OF, AND CONSENT TO BE GOVERNED BY, THE TERMS OF THE AGREEMENT. IF OWNER DOES NOT AGREE TO BE BOUND BY THETERMS OF THE AGREEMENT IN THEIR ENTIRETY, THE LICENSE CONTEMPLATED HEREUNDERSHALL AUTOMATICALLY TERMINATE.
In consideration of the premises and the mutual covenants setforth below and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, and intending to be bound, theparties hereto agree as follows:
1.1. Stribe NFTs. The “Stribe NFTs” sold orotherwise transferred to Owner pursuant to the Agreement are non-fungible tokens,the ownership of which are registered on a blockchain. Each Stribe NFTis associated with a single instance of a digital art file (“Digital Object”)and/or other entitlements. As detailed below, Owner may own a token, but shallhave only a limited license to the Digital Object, subject to the terms andconditions of the Agreement. Owner must ensure that she/he/it obtains andmaintains a functioning Coinbase®, MetaMask®, Portis® and/or WalletConnect® wallet(each, a “Wallet”) capable of accessing the Stribe NFTs, as well as anycryptocurrencies used to purchase and/or sell the Stribe NFTs including, whereapplicable, Ethereum (“ETH”).
1.2. Digital Object. The Digital Object is subject tocopyright and other intellectual property protections, which rights are andshall remain owned by Licensor and/or third parties.
1.3. License. Upon a valid transfer of a Stribe NFT toOwner, Licensor grants Owner a limited, non-sublicensable, license to use,publish, and display the Digital Object during the Term, subject to Owner’s compliancewith the terms and conditions of the Agreement including, without limitation,the restrictions in Section 1.4 below, solely for the following purposes: (a)for her/his/its own personal, non-commercial use; (b) to list the DigitalObject for resale or trade as part of a marketplace that permits the purchaseand sale of the Stribe NFTs; provided, that the marketplacecryptographically verifies each Stribe NFT owner’s rights to display the DigitalObject associated with the Stribe NFT to ensure that only the actual owner candisplay the Digital Object; and/or (c) as part of a third party website orapplication that permits the inclusion, involvement, or participation of StribeNFTs provided, that the website/application cryptographically verifieseach Stribe NFT owner’s rights to display the Digital Object associated with thesubject Stribe NFT to ensure that only the actual owner can display the DigitalObject; and provided, further, that the Digital Object is no longervisible once the owner of the subject Stribe NFT leaves the website/application(the “Owner License”). The Ownerlicense is non-transferable, except that it will automatically transfer inconnection with a Permitted Transfer (defined below) of the subject Stribe NFT. Upon expiration of the Term (as definedbelow) or breach of any condition of the Agreement by Owner, all license rightsshall immediately terminate.
1.4. License Restrictions. The Digital Objects providedpursuant to the Agreement are licensed, not sold, and Owner receives no titleto or ownership of the Digital Object(s) or any associated intellectualproperty rights thereto. Withoutlimiting the foregoing, the license to the Digital Object does not grant Ownerany right, title or interest in or to the individual layered files, traits ordigital works associated with same (collectively, the “Layered Files”). Except for the express license granted toOwner by the Owner License, no other rights (express or implied) to the DigitalObject are granted and all rights that are not specifically granted to Ownerare reserved by Licensor. These reservedrights include, but are not limited to, the intellectual property rights, andpublicity rights, associated with the images, names, logos, Layered Files,trademarks, copyrights, the ability to mint 3D, voxel or other versions of theStribe NFTs, the smart contract code, or anything else not specifically grantedby the Owner License. Without limitingthe generality of the foregoing, Owner shall not, nor authorize, permit, orassist any third party to, do or attempt to do any of the following: (a) copy,modify, create derivative works from, or distribute the Digital Object or aStribe NFT; (b) display the Digital Object other than as expressly licensed inSection 1.3; (c) use a Stribe NFT or Digital Object to advertise, market orsell a product and/or service; (d) incorporate a Stribe NFT or Digital Object inany videos or other media; (e) sell merchandise incorporating a Stribe NFT orDigital Object; (f) attempt to register any trademark, copyright, or otherwiseacquire additional intellectual property rights in or to a Digital Object; (g) imposea fee or require other consideration for another to view a Digital Object; (h)use a Digital Object for its or any third party’s commercial benefit; (i) use aDigital Object to create, sell or attempt to create or sell any newcryptographic token; or (j) fractionalize, pool, rent or stake a Stribe NFT orDigital Object, unless done so in compliance with all applicable jurisdictionallaws, rules or regulations. Moreover, Owneragrees not to: (i) remove any copyright or other legal notices associated with aStribe NFT or Digital Object; or (ii) remove or alter any metadata of a StribeNFT including, without limitation, any link or other reference to the Agreement.Failure to comply with the conditions set forth in Sections 1.3 and 1.4 hereof constitutesa material breach of the Agreement.
1.5. Transfers. Subject tothe transfer restrictions set forth herein, and payment to Licensor of theResale Royalty (defined below), Owner may transfer ownership of a Stribe NFTincluding, without limitation, the Owner License and Entitlements (as definedbelow), to a third-party (a “Secondary Acquirer”); provided that:(a) Owner has not breached the Agreement prior to the transfer; (b) the OwnerLicense has not otherwise expired or been terminated for any reason; (c) Owner notifiesthe Secondary Acquirer that any sale of the Stribe NFT by the Secondary Acquirershall be subject to the Resale Royalty; (d) such transfer is conducted througha marketplace or other platform that cryptographically verifies that the Owneris the actual, current owner of the Stribe NFT; (e) such transfer complies withall applicable laws, rules, regulations, regulatory guidance, and terms of themarketplace or other platform on which such sale or transfer takes place; and (f)Owner ensures that the Secondary Acquirer is made aware of the Agreement andagrees to be bound by its obligations and restrictions (a “PermittedTransfer”). Upon conclusion of a Permitted Transfer, including acceptanceof the Agreement, Secondary Acquirer shall be deemed the Owner for purpose ofthis Owner Agreement. In no case shall theOwner License or any Entitlement(s) granted under the Agreement betransferrable apart from ownership of the subject Stribe NFT. For clarity, only a single individual/entitymay own a Stribe NFT at any time, and only that individual/entity has the OwnerLicense or access to any Entitlement(s). As usedherein, the term “Resale Royalty” means the royalty amount Licensorshall receive for any sale of a Stribe NFT by the Owner, equal to ten percent (10%)of the purchase price, taken from the Owner’s or any and all SecondaryAcquirers’ (who become Owners) sale proceeds. Owner shall pay any and all transaction fees, payment transfer fees andtaxes (other than taxes on Licensor’s net income) associated with thePermissible Transfer and shall not deduct any such amounts from the amount paidto Licensor as the Resale Royalty. To the extent a smart contract associatedwith the Stribe NFT is programmed to automatically transfer the Resale Royaltyto Licensor, payment shall be deemed made when and if such Resale Royalty isactually paid to Licensor.
2. Membership and Entitlements.
2.1. Membership Description. Subject to the disclaimers,restrictions and conditions set forth herein and elsewhere in the Agreement, theacquisition of a Stribe NFT shall entitle the current Owner thereof to become aStribe community member (“Member”). Stribe community Membership provides each Member with: (a) access tothe Stribe community Discord® channel (“DiscordChannel”); (b) access to the promotional offers made available exclusivelyto Members (“Owner Promotions”), pursuant to the rules applicable toeach such Owner Promotion; (c) access to certain interactive features, groupchats, message boards and comments sections (collectively, “InteractiveServices”); (d) access to certain products and/or services made availableexclusively to Members (“Member Product Offers”); (e) Member discountson continuing dental education courses made available on the Site (“DiscountCourses”) as offered by Stribe™ and its third-party continuing dentaleducation providers; and (f) any other entitlement(s) as may be offered by theLicensor, in its sole discretion, from time-to-time (“Other Entitlement(s)”),each subject to availability and the restrictions set forth in Subsection 2.2 below and asotherwise communicated by Licensor from time-to-time. As used herein, the Discord Channel, OwnerPromotions, Interactive Services, Member Product Offers, Discount Courses andOther Entitlement, are each an “Entitlement,” and collectively, the “Entitlements.”
(a) Redemption. Certain Entitlements may be limited to one(1) redemption. In such circumstances,and notwithstanding a valid transfer of ownership of a Stribe NFT, once such anEntitlement has been redeemed by an Owner of the subject Stribe NFT, nosubsequent Owner of that same NFT shall have the right to redeem suchEntitlement.
(b) Disclaimers and Restrictions. TheEntitlements shall at all times remain subject to the disclaimers, terms andconditions set forth in the Terms, as well as other parts of the Agreement, aswell as any terms and conditions set forth on the Site, or as otherwisecommunicated to Owner by Licensor.
(c) Other Entitlement(s). Licensorreserves the right to offer Other Entitlements associated with Stribe NFTs, theredemption terms and restrictions for which will be published on the Site, orotherwise communicated to Owner by Licensor.
(d) General.No Entitlement may be licensed, sold, transferred, rented or assigned, separateand apart from a Permitted Transfer of ownership of a Stribe NFT. The Entitlement(s) must be redeemed by theOwner, or it/they will be forfeited. TheEntitlements have no cash value. Redemptionof the Entitlement(s) are subject to availability, and Licensor reserves theright to modify, reschedule and/or cancel each Entitlement, in itssole discretion, including for circumstances beyond Licensor’s control. For purposesof clarity, Owner is not required to exchange the Stribe NFT(s) in order toredeem any Entitlement, and redemption of an Entitlement shall have no bearingon Owner’s ownership of any Stribe NFT.
2.3. Procedure: Owner may claim the Entitlement(s) byfollowing the procedures detailed on the Site, or as otherwise communicated toOwner by Licensor.
3. Warranty; Disclaimers and Assumption ofRisk.
3.1. Owner Warranty. Owner represents and warrants that Owner: (a)is at least the age of majority in Owner’s state of residence (which istypically 18 in most U.S. states) and has the legal capacity to enter into theAgreement; (b) will use and interact with each Stribe NFT, including theDigital Object associated therewith, only for lawful purposes and in accordancewith the Agreement and all applicable laws, rules and regulations; and (c) willnot use the Stribe NFT, including the Digital Object associated therewith, to violateany law, regulation or ordinance or any right of Licensor or any third party,including, without limitation, any right of privacy, publicity, copyright,trademark and/or patent.
3.2. DISCLAIMER; ASSUMPTION OF RISK. THE STRIBENFTS AND ASSOCIATED DIGITAL OBJECTS ARE PROVIDED ON AN “AS IS” AND “ASAVAILABLE” BASIS, WITHOUT WARRANTY OR SUPPORT OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW, LICENSOR AND ITS OFFICERS, EMPLOYEES, MEMBERS, DIRECTORS, SHAREHOLDERS,PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (COLLECTIVELY, “COVEREDPARTIES”) DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONSOF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSERELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENTAND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING ORUSAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF THEFOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSORMAKES NO WARRANTY THAT A STRIBE NFT OR THE ASSOCIATED DIGITAL OBJECT WILL MEETOWNER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREEBASIS. Further,Licensor provides no warranty regarding, and will have no responsibility for,any claim arising out of: (a) a modification of A STRIBE NFT or ASSOCIATEDDigital Object madeby anyone other than Licensor, unless Licensor approves such modification inwriting, IN ADVANCE; (b) Owner’s misuse of, or misrepresentationregarding, A STRIBE NFT or ASSOCIATED Digital Object; (c) the fluctuation in value of ASTRIBE NFT; AND/or (d) anytechnology that fails to perform or ceases to exist.
FURTHER, OWNERUNDERSTAND AND AGREES THAT Ownership of,and transactions involving, A STRIBE NFT may require or rely on third-partytechnology and/or platforms including, without limitation, digital walletS,blockchainS or related technology, smart contracts, Internet service providers,marketplaces, equipment or other infrastructure (collectively, “Third PartyTechnology”). OWNER UNDERSTANDS AND AGREES THAT The existence and performance of Third PartyTechnology are outside of Licensor’s control. TO THE MAXIMUM EXTENT PERMISSIBLE UNDERAPPLICABLE LAW, LICENSOR DISCLAIMS ALL LIABILITY FOR THE USE, UNAVAILABILITY,OR FAILURE OF ANY THIRD PARTY TECHNOLOGY.
The Stribe NFTSare not intended as investment vehicles. Licensor makes absolutely no promise or guarantee that the Stribe NFTswill increase in value, or maintain the same value as the amount Owner paid topurchase same. Owner understands andagrees that the Stribe NFTs have no inherent monetary value (other than withrespect to Membership benefits and Entitlements) with potential future value orlack thereof. Please be aware that theprices of Stribe NFTs are extremely volatile, and price fluctuations in ETHcould impact the value of Stribe NFTs, both positively and negatively. Given this volatility, Stribe NFTs should notbe considered investments. Owner assumesall risks in connection therewith. Noinformation and/or content made available by and/or through the Site orotherwise by Licensor is or should be considered advice or an invitation toenter into an agreement for any investment purpose. Further, no element of the Stribe NFTsqualifies or is intended to be an offering of securities in any jurisdiction,nor does it constitute an offer or an invitation to purchase shares, securitiesor other financial products. Owner issolely and exclusively responsible for assuring that the purchase and sale of StribeNFTs, and the use of cryptocurrencies, complies the with laws and regulationsin Owner’s jurisdiction. Owner assumesall risks associated with using an Internet-based cryptocurrency including, butnot limited to, the risk of hardware, software and Internet connections, therisk of malicious software introduction, and the risk that third parties mayobtain unauthorized access to information stored within Owner’s Wallet. NFTs, cryptocurrencies and blockchaintechnology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact suchtechnologies which may, in turn, impact the value of Owner's Stribe NFTs. Owner understands and accepts all risk inthat regard. Without limiting theforegoing, Owner assumes all responsibility for any adverse effects ofdisruptions or other issues impacting ETH or the Ethereum platform.
4.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COVEREDPARTIES’ CUMULATIVE LIABILITY UNDER THE AGREEMENT, FOR ALL CAUSES OF ACTION AND ALLTHEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF: (a)THE AMOUNT PAID TO LICENSOR FOR THE INITIAL SALE OF THE SUBJECT STRIBE NFT(S);OR (b) ONE HUNDRED DOLLARS ($100).
4.2. Excluded Damages. TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COVEREDPARTIES BE LIABLE UNDER ANY CLAIM ARISING OUT OF ORRELATED TO THE AGREEMENT FOR ANYINDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER NONDIRECT DAMAGES OF ANY KIND ORFOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES OR EXPENSES (INCLUDING, WITHOUTLIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, LOSTDATA, OR LOST SAVINGS), EVEN IF THE APPLICABLE COVERED PARTY(IES) WAS/WEREADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES
4.3. Additional Terms. TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITIES LIMITED BY THISSECTION 4 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OFACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c)EVEN IF THE APPLICABLE COVERED PARTY(IES) IS/ARE ADVISED IN ADVANCE OF THEPOSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WEREFORESEEABLE; AND (d) EVEN IF OWNER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.WITHOUT LIMITING THE FOREGOING, TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES WILL NOT BELIABLE TO OWNER FOR ANY USE OF A STRIBE NFT AND/OR ASSOCIATED DIGITAL OBJECTINCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i)USER ERROR, SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS,OR MISTYPED WALLET ADDRESSES; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTEDCRYPTOCURRENCY WALLET FILES; (iv) UNAUTHORIZED ACCESS TO A STRIBE NFT AND/ORASSOCIATED DIGITAL OBJECT; (v) ANY UNAUTHORIZED THIRD PARTY ACTIVITIESINCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTE FORCING OROTHER MEANS OF ATTACK AGAINST A BLOCKCHAIN NETWORK UNDERLYING A STRIBE NFTAND/OR ASSOCIATED DIGITAL OBJECT; (vi) Owner’s failure to maintain the security ofits wallet’s private key; (vii)any unintended transfer or loss of A STRIBE NFT AND/OR ASSOCIATED DIGITAL OBJECT;(viii) the failure to realize ANYSPECIFIC INVESTMENT INCOME, REVENUE OR OTHER FINANCIAL OUTCOME; (ix) the failure to obtain access TO ANYentitlement; and/or (x) Owner’sinability to demonstrate ownership and/or control of a Stribe NFT. If applicable law limits theapplication of the provisions of this Section 4, Licensor’s liability will belimited to the maximum extent permissible.
5. Indemnity. Owner shall indemnify, defend and holdharmless the Covered Parties from and against any and all claims, demands,causes of action, liabilities, damages, penalties, losses, fines, costs andexpenses (including reasonable attorneys' fees, legal costs and court costs, which shall be reimbursed as incurred)arising out of, related to, or in connection with, or alleging: (a) Owner’sbreach of any provision contained in the Agreement, including, but not limitedto, Owner’s failure to comply with the licensing conditions set forth inSection 1 hereof; (b)Owner’s use of a Stribe NFT in any way that violates any applicable laws, rulesor regulations; (c) Owner’s unauthorized transfer, or purported transfer, of aStribe NFT; or (d) Owner’s improper and/or unauthorized exercise of any licenserights in and/or to a Stribe NFT.
6. Term & Termination.
6.1. Term. This OwnerAgreement shall continue until terminated pursuant to the terms of this OwnerAgreement (the “Term”).
6.2. Termination forTransfer.The Owner Licenseapplies only to the extent that Owner continues to own the subject NFT. If, at any time, the Owner sells, trades, donates,gives away, transfers, purports to transfer, or otherwise disposes of the subjectStribe NFT for any reason, this Owner Agreement, including, without limitation,the Owner License granted to Owner hereunder, will immediately terminatewithout the requirement of notice, and Owner will have no further rights in orto the subject Stribe NFT, Digital Object, or any Entitlement(s).
6.3. Termination for Transfer. Except for aPermitted Transfer effectuated in accordance with the terms of the Agreement,including, without limitation, Section 1.5 hereof, this OwnerAgreement shall automatically terminate upon any purported transfer by theOwner. For clarity, any transfer of aStribe NFT, other than a Permitted Transfer, terminates the Owner Agreement,including without limitation, the Owner License and Entitlement in itsentirety.
6.4. Termination for Cause. Licensor mayterminate this Owner Agreement for Owner’s material breach of any term of theAgreement by written notice specifying in detail the nature of the breach,effective in fifteen (15) days unless the Owner first cures such breach, oreffective immediately if the breach is not subject to cure.
6.5. Effects of Termination. Upontermination of this Owner Agreement, Owner shall cease all use of the DigitalObject and delete, destroy, or return all copies of the Digital Object in itspossession or control. Owner acknowledges that any use of the Digital Objectupon termination of the Owner License shall be deemed intellectual propertyinfringement. Any provision of this Owner Agreement that must survive tofulfill its essential purpose will survive termination or expiration.
7.1. Independent Contractors. The parties areindependent contractors and shall so represent themselves in all regards.Neither party is the agent of the other, and neither may make commitments onthe other’s behalf.
7.2. Force Majeure. No delay, failure, or default, otherthan a failure to pay fees when due, will constitute a breach of the Agreementto the extent caused by acts of war, terrorism, hurricanes, earthquakes,epidemics, other acts of God or of nature, strikes or other labor disputes,riots or other acts of civil disorder, embargoes, COVID-19 or any similarvirus, disease and/or pandemic, as well as any private sector or governmental responsesto any of the foregoing, or other causes beyond the performing party’sreasonable control.
7.3. Assignment & Successors. This OwnerAgreement is not assignable or transferable by Owner, except pursuant to a PermittedTransfer of ownership of a Stribe NFT to a Secondary Acquirer, in which casethe terms and conditions hereof will transfer and be binding upon and willinure to the benefit of the parties and their permitted successors and assigns. Any purported assignment or transfer by Ownerin violation of this Section 7.3 is null and void.
7.4. Severability. To the extent permitted by applicablelaw, the parties waive any provision of law that would render any clause of theAgreement invalid or otherwise unenforceable in any respect. If any provisionof the Agreement is held to be invalid or otherwise unenforceable, suchprovision will be interpreted to fulfill its intended purpose to the maximumextent permitted by applicable law, and the remaining provisions of theAgreement will continue in full force and effect.
7.5. No Waiver. Neither party will be deemed to havewaived any of its rights under the Agreement by lapse of time or by anystatement or representation other than by an authorized representative in anexplicit written waiver. No waiver of a breach of the Agreement will constitutea waiver of any other breach of the Agreement.
7.6. Dispute Resolution Provisions:
TheAgreement shall be treated as though it were executed and performed in NewYork, NY and shall be governed by and construed in accordance with the laws ofthe State of New York (without regard to conflict of law principles). The parties (and Covered Parties) herebyagree to arbitrate all claims that may arise under and/or relate to the StribeNFTs, Entitlements, Digital Objects and/or the Agreement. Without limiting the foregoing, should adispute arise between the parties/any Covered Parties including, withoutlimitation, any matter concerning the Stribe NFTs, Entitlements, DigitalObjects, the terms and conditions of the Agreement or the breach of same by anyparty hereto: (a) the parties/Covered Parties agree to submit their dispute forresolution by arbitration before the American Arbitration Association (“AAA”)in New York, NY, in accordance with the then current Commercial Arbitrationrules of the AAA; and (b) Owner agrees to first commence a formal disputeproceeding by completing and submitting an Initial Dispute Notice which can befound here[INSERT LINK TOFORM]. The Covered Party(ies)named in Owner’s Initial Dispute Notice (collectively, the “Named Parties”)may choose to provide Owner with a final written settlement offer afterreceiving Owner’s Initial Dispute Notice (“Final Settlement Offer”). If the applicable Named Party(ies) provide(s)Owner with a Final Settlement Offer and Owner does not accept it, or such NamedParty(ies) cannot otherwise satisfactorily resolve Owner's dispute and Owner wishesto proceed, Owner must submit Owner’s dispute for resolution by arbitrationbefore the AAA, in Owner’s county of residence, by filing a separate Demand forArbitration, which is available here. For claims of Ten Thousand Dollars($10,000.00) or less, Owner can choose whether the arbitration proceeds inperson, by telephone or based only on submissions. If the arbitrator awards Owner relief that isgreater than the applicable Final Settlement Offer, then the Named Party(ies)will pay all filing, administration and arbitrator fees associated with thearbitration and, if Owner retained an attorney to represent Owner in connectionwith the arbitration, the Named Party(ies) will reimburse any reasonableattorneys’ fees that Owner’s attorney accrued for investigating, preparing andpursuing the claim in arbitration. Anyaward rendered shall be final and conclusive to the parties and a judgmentthereon may be entered in any court of competent jurisdiction. Although the Named Party(ies) may have aright to an award of attorneys’ fees and expenses if Named Party(ies)prevail(s) in arbitration, the Named Party(ies) will not seek such an award fromOwner unless the arbitrator determines that Owner's claim was frivolous.
Tothe extent permitted by law, Owner agrees that Owner will not bring, join orparticipate in any class action lawsuit as to any claim, dispute or controversythat Owner may have against any of the Covered Parties. Owner agrees to the entry of injunctiverelief to stop such a lawsuit or to remove Owner as a participant in the suit. Owner agrees to pay the attorney's fees andcourt costs that any Covered Party incurs in seeking such relief. Thisprovision preventing Owner from bringing, joining or participating in classaction lawsuits: (i) does not constitute a waiver of any of Owner's rights orremedies to pursue a claim individually and not as a class action in bindingarbitration as provided above; and (ii) is an independent agreement. Owner mayopt-out of these dispute resolution provisions by providing written notice of Owner'sdecision within thirty (30) days of the date that Owner first purchases aStribe NFT.
7.7. Entire Agreement. ThisOwner Agreement. Together with the Site Terms and the documents referencedtherein, sets forth the entire agreement of the parties and supersedes allprior or contemporaneous writings, negotiations, and discussions with respectto its subject matter. Neither party has relied upon any such prior orcontemporaneous communications.
7.8. Amendment. TheAgreement may not be amended in any way except through a written agreement byauthorized representatives of the Licensor and the Stribe NFT Owner.
7.9. Headings. All section headings and captions have been inserted for convenienceonly and shall not affect the interpretation of the Agreement.
7.10. Drafting. Each party providing Electronic Acceptance to the terms of the Agreementagrees that it has fully participated in the drafting of the Agreement and thatno party shall be deemed to be the drafting party of the Agreement.
7.11. Electronic Signatures. Owner acknowledges and agrees that Owneraccepts the Agreement via electronic means rather than via traditionalhandwritten signature (“Electronic Acceptance”). Owner acknowledges and agrees that byclicking on the “submit” button, or taking such other action as may bedesignated by Licensor as a means of accepting the Agreement, Owner issubmitting a legally binding electronic signature and is entering into alegally binding contract. Owneracknowledges that Owner’s electronic submission constitutes Owner’s agreementand intent to be bound by the Agreement. Pursuant to any and all applicable statutes, regulations, rules,ordinances or other laws including, without limitation, the United StatesElectronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-SignAct”) and other similar state and federal statutes, OWNER HEREBY AGREES TOTHE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TOELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATEDOR COMPLETED THROUGH THE SITE AND/OR ANY OTHER ONLINE PLATFORMS AND/OR SERVICESOPERATED BY LICENSOR. Further, Ownerhereby waives any rights and/or requirements under any statutes, regulations,rules, ordinances or other law in any jurisdiction which requires an originalsignature or delivery or retention of non-electronic records, or to payments orthe granting of credits by other than electronic means. Owner acknowledges and agrees that it has theability to print information delivered to Owner electronically, or otherwiseknows how to store that information in a way that ensures that it remainsaccessible to Owner in unchanged form.
Stribe™ Website Terms and Conditions
The Stribe™website located at www.stribe.dental (the “Site”) is an Internetproperty of Stribe Dental Education & Supplies LLC(“Stribe™,” “we,” “our” or “us”). The following Stribe™ Website Terms andConditions (“Terms and Conditions”) are inclusive of the Stribe™ PrivacyPolicy, the Owner Agreement (as defined below), the Owner Promotion Rules (asdefined below), the Contest Rules (as defined below), the Site’s FAQs, and anyand all other applicable Stribe™ operating rules, policies, price schedules andother supplemental terms and conditions or documents that may be published fromtime to time, which are expressly incorporated herein by reference(collectively, the “Agreement”).
You agreeto the Agreement, in its entirety, when you: (a) access or use the Site; (b)access and/or view any of the: (i) links to third-party resources and otherinformation (“Third-Party Links"); and/or (ii) videos, audio, stories,testimonials, educational material, coursework material, text, photographs, graphics,artwork, information and/or other content featured on the Site, as madeavailable by Stribe™ (the “Site Content," andtogether with the Third-Party Links, the “Content"); (c) purchase one of the unique non-fungibletoken (“NFT”) images featured on the Site (collectively, “Stribe™ NFTs”)in order to become a Stribe™ community member (“Member”),which provides you with: (i) access to Stribe’s™ Discord®channel (“Discord Channel”); (ii) access to the promotional offers made availableexclusively to Members (“Owner Promotions”), pursuant to the applicableOwner Promotion Rules; (iii) access to certain interactive features, group chats,message boards and comments sections (collectively, “Interactive Services”);and (iv) access to certain products and/or services made available exclusively toMembers (“Member Product Offers”); (d) register for one or morecontinuing dental education courses made available on the Site (“Courses”)as offered by Stribe™ and its third-party continuing dental education providers(“CE Instructors”); (e) register to enter one or more of thepromotional sweepstakes featured on the Site from time-to-time (collectively,the “Contests”); (f) access one of Stribe’s™ social media pages/accountson third party social media websites (“Social Media Websites”), such as Instagram®and LinkedIn® (collectively, “Social Media Pages”); (g) register to receive the Stribe ™ e-mail newsletter (“Newsletter”); and/or (h)utilize thevarious registration forms, contact forms and/or contact information madeavailable on the Site as a means to contact directly, or request to becontacted by, Stribe™ (collectively,“Contact Services,” and together with the Site, Content, Stribe™ NFTs, DiscordChannel, Social Media Pages, Courses, Owner Promotions, Interactive Services, MemberProduct Offers, Contests and Newsletter, the “Stribe™ Offerings”).
Pleasereview the Agreement carefully before accessing the Stribe™ Offerings. The Agreement constitutes the entire and onlyagreement between you and Stribe™ with respect to your use of the Stribe™Offerings and supersedes all prior or contemporaneous agreements,representations, warranties and/or understandings with respect to your use of theStribe™ Offerings and/or the products, services and/or programs provided by and/orthrough same. Unless explicitly statedotherwise, any future offer(s) made available to you on the Site thataugment(s) or otherwise enhance(s) the current features of the Stribe™ Offeringsshall be subject to the Agreement. Ifyou do not agree to the terms and conditions contained within the Agreement inits entirety, you are not authorized to access and/or use the Stribe™ Offeringsin any manner or form whatsoever.
THEAGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY,RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALLCLAIMS THAT MAY ARISE HEREUNDER AGAINSTSTRIBE™,THE CEINSTRUCTORS AND THEIR RESPECTIVE MEMBERS, PARENTS,SUBSIDIARIES, RELATED PARTIES, NFT ARTISTS, THIRD-PARTY VENDORS AND/ORMARKETING PARTNERS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESSTHIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.
Discord® is a registered trademarkof Discord Inc. (“Discord”). Instagram®is a registered trademark of Facebook, Inc. (“Instagram”). LinkedIn® is a registered trademark of LinkedIn Corporation (“LinkedIn”). Please be advised thatStribe™ is not in any way affiliated with Discord, Instagram or LinkedIn, and theStribe™ Offerings are not endorsed, administered or sponsored by Discord,Instagram or LinkedIn.
1. Requirements. TheStribe™ Offerings are available only to individuals who can enter into legallybinding contracts under applicable law. The Stribe™ Offerings are not intendedfor use by individuals under eighteen (18) years of age (or the applicable ageof majority, if greater than eighteen (18) years of age in their respective jurisdictions).If a user is under eighteen (18) years of age (or the applicable age of majority,if greater than eighteen (18) years of age in her/his respective jurisdiction)and/or if that user is unable to enter into legally binding contracts underapplicable law, that user does not have permission to use and/or access the Stribe™Offerings. Stribe™ may terminate a user’s access to the Stribe™ Offerings atany time and for any reason, in its sole discretion. Such reasons may include,without limitation, where Stribe™ believes that such user is: (a) in any way inbreach of the Agreement; and/or (b) engaged in any improper conduct inconnection with the Stribe™ Offerings.
2. Modification. To the extent permissible by applicable law,we may amend the Agreement from time to time in our sole discretion, withoutspecific notice to you; provided,however, that: (a) any amendment or modification to the arbitrationprovisions, prohibition on class action provisions or any other provisionsapplicable to dispute resolution (collectively, “Dispute Resolution Provisions”)shall not apply to any disputes incurred prior to the applicable amendment ormodification; and (b) any amendment or modification to pricing and/or billingprovisions (“Billing Provisions”) shall not apply to any charges incurredprior to the applicable amendment or modification. The latest Agreement will be posted on theSite, and you should review the Agreement prior to using the Stribe™ Offerings. By your continued use of the Stribe™Offerings, you hereby agree to comply with, and be bound by, all of the termsand conditions contained within the Agreement effective at that time (otherthan with respect to disputes arising prior to the amendment or modification ofthe Dispute Resolution Provisions, or charges incurred prior to the amendment ormodification of the Billing Provisions, which shall be governed by the DisputeResolution Provisions and/or Billing Provisions then in effect at the time ofthe subject dispute or incurred charges, as applicable).
3. Registration; Account Log-In. In order to obtain access to the Stribe™Offerings including, without limitation, the Stribe™ NFTs as a Member, you mustfirst submit the applicable registration form to Stribe™ for review andapproval (“Form”). Stribe™reserves the right, in its sole discretion, to deny access to the Stribe™Offerings to anyone at any time and for any reason, whatsoever. The registration data that you must supply onthe Form may include, without limitation, some or all of the following: (a)your full name; (b) your e-mail address; (c) your billing/mailing address (wherepurchasing a Stribe™ NFT with a credit card, purchasing Member Product Offersor purchasing certain other Stribe™ Offerings); (d) your credit card information(where purchasing a Stribe™ NFT with a credit card, purchasing Member ProductOffers or purchasing certain other Stribe™ Offerings); and/or (e) any otherinformation requested on the applicable Form (collectively, “RegistrationData”).
You agreeto provide true, accurate, current and complete Registration Data and to updateyour Registration Data as necessary in order to maintain it in an up to dateand accurate fashion. Stribe™ willverify and approve all registrants in accordance with its standard verificationprocedures. Upon registration, Stribe™will set up your specific account (“Account”). During registration, you will be asked toprovide a user-name and password to use as your Account log-in identification,where applicable (“Log-In”). Ifthe Log-In that you request is not available, you will be asked to supplyanother Log-In. You can change the user-nameand/or password that you selected during registration at any time through yourAccount settings. You are responsiblefor maintaining the confidentiality of your Account and Log-In, and forrestricting access to your computer, and you agree to accept responsibility forall activities that occur through use of your Account and Log-In, including anypurchases made therethrough.
Inaddition to the foregoing, individuals are not permitted to access the Stribe™Offerings with a Jail-Broken Mobile Device. For purposes of the Agreement, a “Jail-Broken Mobile Device” is aMobile Device that runs Apple’s® iOS operating system (including the iPhone®, iPodtouch®, iPad® and second-generation Apple TV®) that has had any of its iOS-basedsoftware restrictions removed via any procedure that is not fully endorsed andauthorized by Apple®.
Apple®,iOS®, iPhone®, iPod touch®, iPad® and Apple TV® are registeredtrademarks of Apple Inc. (“Apple”). Please be advised that Stribe™ is not in any way affiliated with Apple,and the Stribe™ Offerings are not endorsed, administered or sponsored by Apple.
4. Wallet, Cryptocurrency and Technology Requirements. Usersshall be responsible, at all times, for obtaining and maintaining, at such users’sole cost and expense: (a) all input/output devices or equipment (such as a computer/mobiledevice, up-to-date Internet browser version, modems, terminal equipment,computer equipment and software) and communications services (including,without limitation, Internet connection, a functioning an e-mail account, longdistance or local telephone services) necessary to access the Stribe™ Offeringsand for ensuring that such equipment and services are compatible with Stribe’s™requirements; and (b) functioning wallets that areaccepted by the OpenSea® marketplace, such as Coinbase®, MetaMask®, Portis® and WalletConnect® (“Wallet”),as such list may be revised from time-to-time by Opensea.io and/or Stribe™; and(c) any cryptocurrencies necessary to purchase and/or sell the Stribe™ NFTsincluding, where applicable, Ethereum (“ETH”). Stribe™ does not guarantee the quality, speedor availability of the Internet connection associated with any mobile deviceand/or computer. Stribe™ does notguarantee that the Stribe™ Offerings can be accessed: (i) on all mobiledevices; (ii) through all wireless service plans; (iii) in connection with allInternet browsers; and/or (iv) in all geographical areas. Standard messaging, data and wireless accessfees may apply to use of the Stribe™ Offerings through a wireless device. Users are fully responsible for all suchcharges and Stribe™ has no liability or responsibility to any user, whatsoever,for any such charges billed by any wireless carrier.
Coinbase® is a registered trademarkof Coinbase Global, Inc. (“Coinbase”). MetaMask® is a registered trademark of ConsenSys Software Inc. (“MetaMask”). OpenSea® isa registered trademark of Ozone Networks, Inc. (“OpenSea"). Portis®is a registered trademark of ShapeShiftGlobal Limited (“Portis”). WalletConnect®is a registered trademark of WalletConnect Inc. (“WalletConnect”). Please be advised that Stribe™ is not in anyway affiliated with Coinbase, MetaMask, Portis or WalletConnect, and the Stribe™Offerings are not endorsed, administered or sponsored by Coinbase or MetaMask.
5. Stribe™ NFTs. Whereyou are given access to same, you may purchase, or “mint,” a unique Stribe™ NFTvia the Site. All purchases of Stribe™NFTs, as well as the terms, conditions and restrictions associated with yourownership and use of same, shall at all times be subject to a separate agreementbetween you and Stribe™ (“Owner Agreement”). By purchasing an NFT, you are agreeing to theterms and conditions set forth in the Owner Agreement. A purchaser of a Stribe™NFT may obtain certain ownership rights in and to the specific image depictedin the Stribe™ NFT as same resides on the blockchain; provided, however,that certain restrictions shall apply with respect to use of same, and thatpurchaser shall have only a limited license to the individual layered files, traits and digitalworks associated with same. By purchasing a Stribe™ NFT, you represent and warrant that you are not:(a) located in a country that is subject to a U.S. Government embargo, or thathas been designated by the U.S. Government as a terrorist-supporting country;and (b) listed on any U.S. Government list of prohibited or restricted parties.
Stribe™ NFTS are notmeant as investment vehicles. We makeabsolutely no promise or guarantee that the Stribe™ NFTs will increase invalue, or maintain the same value as the amount you paid to purchase same. You understand and agree that the Stribe™ NFTshave no inherent monetary value, and they should be treated as nothing morethan collectibles with potential future value (other than withrespect to Stribe™ Membership benefits) or lack thereof.
6. Courses. Subject to the terms and conditions of theAgreement, users that possess the requisite technology and that are approved asenrollees, shall have the opportunity to enroll in the Courses made availableby and/or through the Stribe™ Offerings.
Stribe™does not control all aspects of the Courses provided by CE Instructors that aremade available by and through the Stribe™ Offerings. Each CE Instructor shall be solelyresponsible for the Courses provided by her/him/it by and through the Stribe™Offerings. The Courses made available byCE Instructors are not verified in any way by Stribe™ before they are madeavailable by and through the Stribe™ Offerings. Stribe™ does not represent or warrant that the Courses made available byCE Instructors are entirely accurate, complete or up-to-date. The Courses should not necessarily be reliedupon. You agree that Stribe™ shall haveno obligation, and incur no liability to you, in connection with any Coursesmade available by CE Instructors. Youunderstand and agree that Stribe™ will not be responsible for, and Stribe™undertakes no responsibility to monitor or otherwise police, the Coursesprovided by CE Instructors. You may findcertain Courses to be outdated or inaccurate. Please use caution, common sense and safety when using the Courses.
7. Owner Promotions. Subjectto the terms and conditions of the Agreement, Stribe™ may make certain Owner Promotions available (for free or for afee) to Members. The OwnerPromotions may include exclusive Member Product Offers, live events (“LiveEvents”) and other unique user experiences. Stribe™ may not necessarilysupervise the Live Events and, in any event, is not involved in any way withthe actions of any individuals, including Members, speakers and other attendees,at the Live Events. Please use caution,common sense and safety when attending Live Events. You are solely responsible for yourinteractions with other individuals in connection with the Live Events. Without limiting the generality of thedisclaimers contained in the Agreement and on the Site, because we: (a) do not necessarilysupervise nor do we control the Live Events or interactions at Live Events; (b)are not involved in any way with physical transportation to or from Live Eventsor with the actions of any attendees at Live Events; and (c) cannot guaranteethe true identity and age of individuals attending the Live Events, in theevent that you have a dispute with one or more individuals in connection withthe Live Events, you hereby release Stribe™ and the Covered Parties from anyand all claims, demands and damages (actual and consequential) of every kindand nature, known and unknown, suspected and unsuspected, disclosed andundisclosed, arising out of, or in any way connected with, such disputes. Stribe™ reserves the right, but has noobligation, to monitor disputes between you and other individuals in connectionwith the Live Events. You understand andagree that Stribe™ is not responsible or liable in any manner whatsoever foryour inability to attend a Live Event.
8.Member Product Offers. You can purchase MemberProduct Offers by and through the Site by completing the applicable Form andproviding the requisite Registration Data, as further detailed in Section 8below. Stribe™ does not warrant that the Member Product Offer descriptions are accurate, complete, reliable, currentor error free. We have made every effortto display as accurately as possible the colors of Member Product Offermerchandise that appear on the Site. However, as the actual colors you see willdepend on your monitor/screen and other factors associated with your computer,mobile device or other device used to access the Site, as applicable, we cannotguarantee that the depiction of any color as viewed by you through your monitor/screenwill be accurate.
We reserve the right, but are not obligated, to limit thesales of our Member Product Offers to any person, geographic region orjurisdiction. We may exercise this righton a case-by-case basis. We reserve the right to limit the quantities of any MemberProduct Offers. All descriptions of MemberProduct Offers, as well as Member Product Offer pricing, are subject to changeat any time, without notice, in our sole discretion. We reserve the right to discontinue any MemberProduct Offer(s) at any time. Any MemberProduct Offers made available on the Site are void where prohibited.
The Site contains Member Product Offer inventoryinformation. This information can beused to estimate the likelihood that the applicable Member Product Offer willbe shipped immediately after you place your order. Unfortunately, we cannot guarantee that MemberProduct Offer listed as “in stock” will actually ship right away, as inventorycan change significantly from day-to-day, and hour-to-hour. In rare cases, a Member Product Offer may bein stock when you place your order and sold out by the time that your order isprocessed. Should this happen, we willnotify you via email. If, for any reason,we determine that backordered a Member Product Offer is no longer available, wewill cancel your order, notify you immediately via email and provide you with arefund.
In the event that a MemberProduct Offer is listed at an incorrect pricepoint due to a typographical error or an error in pricing information receivedfrom our suppliers, Stribe™ shall have the right to refuse or cancel any orders placedfor the Member ProductOffer so listed at the incorrect price. Stribe™ shall have the right to refuse or cancel any order whetheror not the order has been confirmed and whether or not the applicable user paidfor such Member ProductOffer. Ifa user has already paid for a Member Product Offer and that order is cancelled, Stribe™ shall immediatelyissue a credit to that user’s Payment Method (as defined below) in the amount ofthe subject charge.
9. Purchases; Billing Provisions.
(a) Stribe™NFTs. Where a user wishes toobtain a Stribe™ NFT, and upon such user agreeing to the applicable OwnerAgreement and, subsequently, connecting her/his/its Wallet to the designatedarea of the Site then, depending on the payment method selected by the user tothe extent same are made available by Stribe™, either: (i) that user’s Walletwill be charged the applicable purchase fee (the “NFT Fees”) for theapplicable Stribe™ NFT; and/or (ii) the user’s credit card, debit card, PayPal®account, and/or any other payment option permitted by Stribe™ and provided bythat user (collectively, “Payment Method”) will be charged theapplicable NFT Fees.
(b) Courses;Member Product Offers; Owner Promotions. Where a userwishes to obtain access to one or more Courses, Member Product Offers and/or OwnerPromotions that require a fee, the user’s Payment Method will be charged a one-timefee for the applicable Member Product Offer or Owner Promotion (“One-TimeFee,” and together with the NFT Fees, the “Fees”).
(c) General Billing Provisions. Chargeswill appear on your Payment Method statement through the identifier “StribeDental.” By making a purchase by andthrough the Site, you: (i) represent that you are authorized to use the Walletand/or Payment Method, as applicable, that you utilized in connection therewithand that any payment information that you provide is true and accurate; and (ii)authorize us to charge the Fees to your Wallet and/or Payment Method, asapplicable. You must promptly notify usof any changes to your Wallet and/or Payment Method, as applicable. Any attempt to defraud through the use of any Walletand/or Payment Method, regardless of the outcome, or any failure by you tohonor legitimate charges or requests for payment, will result in immediatetermination of your access to the Stribe™ Offerings (including any Stribe™NFTs, Courses, Owner Promotions and/or Member Product Offers) and pursuit ofcivil litigation and/or criminal prosecution. UNLESS OTHERWISE INDICATED ON THESITE AND/OR IN THE OWNER AGREEMENT, ALLFEES ARE FINAL AND NON-REFUNDABLE.
Subjectto the conditions set forth herein and in the Owner Agreement, you agree to bebound by the Billing Provisions of Stribe™ in effect at any given time. Upon reasonable prior written notice to you(with e-mail sufficing), Stribe™ reserves the right to change its BillingProvisions whenever necessary, in its sole discretion. Subsequent payment of Fees after receipt ofsuch notice shall constitute consent to any and all such changes; provided, however, that any amendment ormodification to the Billing Provisions shall not apply to any Fees incurredprior to the applicable amendment or modification.
(d) Electronic Signatures. Stribe’s™ authorizationto provide and bill for the Fees is obtained by way of your electronicsignature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted,this electronic order constitutes an electronic letter of agency. Stribe’s™ reliance upon your electronicsignature was specifically sanctioned and written into law when the UniformElectronic Transactions Act and the Electronic Signatures in Global andNational Transactions Act were enacted in 1999 and 2000, respectively(collectively, the “E-Sign Act”). Both laws specifically pre-empt all state laws that recognize only paperand handwritten signatures. Pursuant to any and all applicable statutes, regulations,rules, ordinances or other laws including, without limitation, the E-Sign Actand other similar state and federal statutes, YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERYOF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGHTHE STRIBE™ OFFERINGS. Further, youhereby waive any rights and/or requirements under any statutes, regulations,rules, ordinances or other law in any jurisdiction which requires an originalsignature or delivery or retention of non-electronic records, or to payments orthe granting of credits by other than electronic means. You acknowledge and agree that you have theability to print information delivered to you electronically, or otherwise knowhow to store that information in a way that ensures that it remains accessibleto you in unchanged form.
(a) General Terms. Subject to the terms and conditions of theAgreement, users that possess the requisite technology shall have the opportunityto view, download and/or interact with all or some of the Content made availableby and through the Site and/or other Stribe™ Offerings. TheContent shall at all times remain subject to the disclaimers set forth in theseTerms and Conditions, as well as elsewhere on the Site and in the Agreement. The Content is compiled, distributed anddisplayed by Stribe™, as well as third-party content providers, such as the CEInstructors, and other third-party entities/individuals (collectively, “Third-PartyProviders”). Stribe™ does notcontrol the Content provided by Third-Party Providers that is made available byand through the Stribe™ Offerings. Please be advised that Stribe™ does not verify or fact-check statementsmade by Third-Party Providers in connection with the Content. SuchThird-Party Providers are solely responsible for the accuracy, completeness,appropriateness, safety and/or usefulness of such Content. The Content should not necessarily be reliedupon. Stribe™ does not represent orwarrant that the Content and other information posted by and/or through the Stribe™Offerings is accurate, complete, up-to-date or appropriate. Users understand and agree that Stribe™ willnot be responsible for, and Stribe™ undertakes no responsibility to monitor orotherwise police, Content provided by Third-Party Providers. Users agree that Stribe™ shall have noobligation and incur no liability to such users in connection with anyContent. Users may find certain Contentto be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safetywhen using the Content.
(b) UserContent; License Grant to Stribe™. From time-to-time, Stribe™ may publish video, images, text, graphics and other contentsubmitted by users (including content submitted by CE Instructors) (collectively,“User Content,” which shall herein be deemed a sub-set of Content) byand through the Stribe™ Offerings. Each userwho makes User Content available to Stribe™ for publication by and through the Stribe™Offerings hereby irrevocably grants to Stribe™, for good and valuable consideration,the receipt of which is hereby acknowledged, the worldwide right and license touse, reuse and publish any and all User Content, in any and all forms of marketingand promotional material including, without limitation, print advertisements (“ads”),online ads, ads and other promotions appearing on Stribe’s™ Social Media Pagesand other Social Media Websites, email ads, television ads, radio ads,interactive media, as well as printed extracts and reproductions of any portionthereof (collectively, “Ads”), and for any and all other uses. Each user who makes User Content available toStribe™ for publication by and through the Stribe™ Offerings represents andwarrants to Stribe™ that: (i) such user has all of the rights and authoritynecessary to submit the User Content for the uses contemplated hereunder,including the right to publish the User Content; and (ii) the publication ofthe User Content by such user, as well as Stribe™ as contemplated hereunder,will not infringe upon or violate the rights of any third-party. Each user who makes User Content available toStribe™ for publication by and through the Stribe™ Offerings understands andagrees that: (A) the User Content, in whole or in part, may be edited and/ordramatized, and that any part of the User Content may be used withoutcompensation to such user; and (B) no Ad or other material incorporating ormaking reference to the User Content need be submitted to such user forapproval and Stribe™ shall be without liability to such user for any distortionor illusionary effect resulting from its publication of the User Content. Each user who posts User Content expressly: (I)releases Stribe™ from any and all claims that such user has or may have forbreach of right of publicity, invasion of privacy, defamation, copyrightinfringement or any other claim or cause of action arising out of or inconnection with any production, distribution, duplication, broadcast,exhibition, publication, Ad or promotion utilizing or incorporating the subjectUser Content, or any other use of the subject User Content whatsoever; and (II)acknowledges and agrees that Stribe™ shall not be liable for any causes ofaction or claims related to the applicable user’s decision to provide the UserContent to Stribe™.
(c) Non-Endorsement. Thepublication of any Content provided by Third-Party Providers (including UserContent) by and through the Stribe™ Offerings does not constitute anendorsement by Stribe™ of the subject Third-Party Provider.
11. InteractiveServices. In connection with your use of the InteractiveServices, Discord Channel, Social Media Pages and other of the Stribe™Offerings, you agree not to: (a) display any telephone numbers, street addresses,last names, URLs, e-mail addresses or any confidential information of any thirdparty; (b) display any audio files, text, photographs, videos or other imagescontaining confidential information; (c) display any audio files, text,photographs, videos or other images that may be deemed indecent or obscene inyour community, as defined under applicable law; (d) impersonate any person orentity; (e) “stalk” or otherwise harass any person; (f) engage in unauthorizedadvertising to, or commercial solicitation of, other users; (g) transmit anychain letters, spam or junk e-mail to other users; (h) express or imply thatany statements that you make are endorsed by Stribe™, without Stribe’s™specific prior written consent; (i) harvest or collect personal information ofother users whether or not for commercial purposes, without their express consent;(j) use any robot, spider, search/retrieval application or other manual orautomatic device or process to retrieve, index, “data mine” or in any wayreproduce or circumvent the navigational structure or presentation of the Stribe™Offerings; (k) post, distribute or reproduce in any way any copyrightedmaterial, trademarks or other proprietary information without obtaining theprior consent of the owner of such proprietary rights; (l) remove anycopyright, trademark or other proprietary rights notices contained on the Site;(m) interfere with or disrupt the Stribe™ Offerings and/or the servers ornetworks connected to same; (n) post, offer for download, e-mail or otherwisetransmit any material that contains software viruses or any other computercode, files or programs designed to interrupt, destroy or limit thefunctionality of any computer software or hardware or telecommunications equipment;(o) post, offer for download, transmit, promote or otherwise make available anysoftware, product or service that is illegal or that violates the rights of athird party including, but not limited to, spyware, adware, programs designedto send unsolicited advertisements (i.e., “spamware”), services that sendunsolicited advertisements, programs designed to initiate “denial of service”attacks, mail bomb programs and programs designed to gain unauthorized accessto mobile networks; (p) “frame” or “mirror” any part of the Site without Stribe’s™prior written authorization; (q) use metatags or code or other devices containingany reference to any Stribe™ Offerings in order to direct any person to anyother mobile application or website for any purpose; and/or (r) modify, adapt,sublicense, translate, sell, reverse engineer, decipher, decompile or otherwisedisassemble any portion of the Stribe™ Offerings or any software used in or inconnection with the Stribe™ Offerings. Stribe™reserves the right to pursue any and all legal remedies against users thatengage in the aforementioned prohibited conduct.
12.Newsletter. The Site provides users with anopportunity to apply to receive the Newsletter, which may feature Stribe™products and/or services, as well as information on selected third-party productsand/or services. To register for the Newsletter, end-users must submit theirfirst name and e-mail address at the Site.
13. Social Media Pages. TheSite contains links to various Social Media Pages. The Social Media Pages are hosted and madeavailable by third party entities on the Social Media Websites. Your use of Social Media Pages and SocialMedia Websites shall be governed by those Social Media Websites’ applicableagreements, privacy policies and terms and conditions. You understand and agree that Stribe™shall not be liable to you, any other user or any third party for any claim inconnection with your use of, or inability to use, the Social Media Pages and/orSocial Media Websites.
14. Contests. Fromtime-to-time, Stribe™ offers Contests by and through the Site Offerings. By providing true and accurate information inconnection with the applicable Contest registration form(s) and agreeing to theOfficial Rules applicable to each Contest, users can obtain, or attempt toobtain, a chance to win the prizes and other awards offered through each Contest. Each user understands and agrees that Stribe™shall not be liable to such user or any third-party for any claim in connectionwith that user’s participation in any of the Contests.
15. Compliance with Laws. You acknowledge that there are variousrules, regulations and laws that address NFTs, cryptocurrencies and blockchaintechnology (collectively, “Emerging Technology Laws”), and that EmergingTechnology Laws are established by each individual US state, or jurisdiction. In addition to the Emerging Technology Laws,you are also subject to all municipal, state and federal laws, rules andregulations of the city and state in which you reside and from which you accessthe Stribe™ Offerings including, without limitation, U.S. export laws and laws,rules and regulations applicable to the practice of dentistry (together with EmergingTechnology Laws, “Applicable Law”). You agree to comply, and are solelyresponsible for your compliance with, all Applicable Law. You acknowledgeand agree that your purchase and/or sale of Stribe™ NFTs and use ofcryptocurrency in connection therewith is at your own risk, and you agree notto hold Stribe™ responsible or liable if Applicable Law restricts or prohibitsyour access to, or ability to purchase and/or sell, Stribe™ NFTs.
16. Cancellation of Account. You may cancel your Account at any time if you are not completelysatisfied. To cancel your Account,simply e-mail us at: email@example.com, or cease using the Stribe™Offerings. In addition, Stribe™ reservesthe right to cancel the Account of any user for any reason or no reason, includingwhere Stribe™ believes that such user is in breach of the Agreement, in Stribe’s™sole and absolute discretion. Youunderstand and agree that cancellation of your Account is your sole right andremedy with respect to any dispute with Stribe™. Upon any termination and/or cancellation ofyour Account, your license grant, as set forth in Section 17 hereinbelow shallimmediately terminate. You shall notreceive any refund for Fees previously paid up to the date of cancellation ortermination.
17. License Grant. As a user of the Site, you are granted anon-exclusive, non-transferable, revocable and limited license to access anduse the Stribe™ Offerings and all other material, products and/or servicesposted or made available by and through same (collectively, “Stribe™Material”) in accordance with the Agreement. Stribe™ may terminate this license at anytime for any reason. Unless otherwiseexpressly authorized by Stribe™, you may only use the Stribe™ Material for yourown personal, non-commercial use. Nopart of the Stribe™ Material may be reproduced in any form or incorporated intoany information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent,lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Stribe™Material and/or any portion thereof. Youmay not create any “derivative works” by altering any aspect of the Stribe™Material. You may not use Stribe™Material in conjunction with any other third-party content (e.g., to providesound for a film). You may not exploitany aspect of the Stribe™ Material for any commercial purposes not expresslypermitted by Stribe™ (including the bundled sale of such Stribe™ Material). Systematic retrieval of the Stribe™ Materialby automated means or any other form of scraping or data extraction in order tocreate or compile, directly or indirectly, a collection, compilation, databaseor directory without written permission from Stribe™ is strictly prohibited. You further agree to indemnify and holdharmless Stribe™ for your failure to comply with this Section 17. Stribe™ reserves any rights not explicitlygranted in the Agreement.
18. Proprietary Rights. All Stribe™ Material is owned or licensed byor to Stribe™, and is protected under applicable copyrights, trademarks andother proprietary (including, but not limited to, intellectual property)rights. Except as expressly provided inthe Agreement, no part of Stribe™ Material may be reproduced, recorded, retransmitted,sold, rented, broadcast, distributed, published, uploaded, posted, publiclydisplayed, altered to make new works, performed, digitized, compiled,translated or transmitted in any way to any other computer, website or othermedium or for any commercial purpose, without Stribe’s™ prior express writtenconsent. Except as expressly providedherein, you are not granted any rights or license to patents, copyrights, tradesecrets, rights of publicity or trademarks with respect to any of Stribe™ Material. The posting of information or material on theSite by Stribe™ does not constitute a waiver of any right in or to such informationand/or materials. Stribe™ reserves all rightsnot expressly granted hereunder. The “Stribe”and “Stribe Dental” names and logos are trademarks of Stribe Dental Education& Supplies LLC. All other trademarksare the property of their respective owners. The use of any Stribe™ trademark without Stribe’s™ express writtenconsent is strictly prohibited.
19. Indemnification. To the fullest extent permissible byapplicable law, you agree to indemnify and hold the Covered Parties harmlessfrom and against any and all claims, expenses (including reasonable attorneys’fees), damages, suits, costs, demands and/or judgments whatsoever, made by anythird party due to or arising out of: (a) your unauthorized and/or improper useof the Stribe™ Offerings; (b) your breach of the Agreement and/or violation of ApplicableLaw; (c) any dispute between you and any other users and/or other thirdparties; (d) any claim that Stribe™ owes any taxes in connection with your useof the Stribe™ Offerings; and/or (e) your violation of any rights of anotherindividual and/or entity. The provisionsof this Section 19 are for the benefit of Stribe™ and the other Covered Parties. To the fullest extent permissible by applicablelaw, each of these individuals and entities shall have the right to assert andenforce these provisions directly against you on its own behalf.
20. Disclaimerof Warranties. THE STRIBE™ OFFERINGS,STRIBE™ NFTS, STRIBE™ MATERIAL, AND/OR ANY OTHER PRODUCTS AND/OR SERVICESOFFERED IN CONNECTION WITH SAME, ARE PROVIDED TO YOU ON AN “AS IS” AND “ASAVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THEFULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOTLIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATIONTHEREOF, STRIBE™ MAKES NO WARRANTY THAT THE STRIBE™ OFFERINGS, STRIBE™ NFTS, STRIBE™MATERIAL, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITHSAME, AS WELL AS BLOCKCHAIN TECHNOLOGY: (A) WILL MEET YOUR REQUIREMENTS; (B)WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT DEFECTS WILL BECORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILLHAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCEWITH YOUR ENJOYMENT OF SAME, OR AGAINST INFRINGEMENT; (E)WILL RESULT IN ANY SPECIFIC INVESTMENT INCOME, REVENUE OR OTHER FINANCIALOUTCOME; (F) WILL RESULT IN YOUR ACCESS TO ANY COURSE, OWNER PROMOTION AND/ORCONTEST; (G) WILL SATISFY ANY CONTINUING DENTAL EDUCATION REQUIREMENTS; AND/OR(H) WILL BE ACCURATE OR RELIABLE. THE STRIBE™OFFERINGS, STRIBE™ MATERIAL AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFEREDIN CONNECTION WITH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHERLIMITATIONS. STRIBE™ WILL NOT BE LIABLE FORTHE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THESITE. NO ADVICE OR INFORMATION, WHETHERORAL OR WRITTEN, OBTAINED BY YOU FROM STRIBE™, ANY USERS, THIRD-PARTY CONTENTPROVIDERS OR OTHERWISE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THEAGREEMENT.
Pleasebe aware that the prices of NFTs are extremely volatile, and price fluctuationsin ETH could impact the value of your Stribe™ NFTs both positively andnegatively. Given this volatility, Stribe™ NFTs should not be consideredinvestments. You assume all risks inconnection therewith. No informationand/or Content made available by and/or through the Stribe™ Offerings is or shouldbe considered advice or an invitation to enter into an agreement for any investmentpurpose. Further, no element of the Stribe™Offerings qualifies or is intended to be an offering of securities in any jurisdiction,nor does it constitute an offer or an invitation to purchase shares, securitiesor other financial products. It remainsyour sole and exclusive responsibility to assure that the purchase and sale of Stribe™ NFTs, and the use ofcryptocurrencies, complies with the laws and regulations of your jurisdiction.
You assume all risks associated with using anInternet-based cryptocurrency including, but not limited to, the risk ofhardware, software and Internet connections, the risk of malicious softwareintroduction, and the risk that third parties may obtain unauthorized access toinformation stored within your Wallet. NFTs,cryptocurrencies and blockchain technology are relatively new and theregulatory landscape is unsettled. Newregulations could negatively impact such technologies which could, in turn, impactthe value of your Stribe™ NFTs. You understand and accept all risk inthat regard. Without limiting theforegoing, you assume all responsibility for any adverse effects of disruptionsor other issues impacting Ethereum or the Ethereum platform.
21. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT STRIBE™SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT,INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOTLIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLELOSSES (EVEN IF STRIBE™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TOUSE THE STRIBE™ OFFERINGS, STRIBE™ NFTS, STRIBE™ MATERIAL, AND/OR ANY OTHERPRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME; (B) THE COST OFPROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY GOODS, DATA,INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM ORTHROUGH THE SITE; (C) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATIONDATA; (D) ANY MATTER RELATED TO THE ETHEREUM PLATFORM OR CRYPTOCURRENCY,BLOCKCHAIN TECHNOLOGY AND/OR ANY USER’S WALLET; (E) THE FAILURE TO REALIZE ANYSPECIFIC INVESTMENT OUTCOME, REVENUE OR OTHER FINANCIAL OUTCOME; (F) YOURFAILURE TO OBTAIN ACCESS TO ANY COURSE, OWNER PROMOTION OR CONTEST; (G) THEFAILURE TO SATISFY ANY CONTINUING DENTAL EDUCATION REQUIREMENTS; AND/OR (H) ANYOTHER MATTER RELATING TO THE STRIBE™ OFFERINGS, STRIBE™ NFTS, STRIBE™ MATERIAL,AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME. TO THE FULLEST EXTENT PERMISSIBLE BY LAW,THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING,BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICTLIABILITY, MISREPRESENTATIONS AND ANY AND ALL OTHER TORTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOUHEREBY RELEASE STRIBE™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS INEXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITYOF STRIBE TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS($500.00). THE NEGATION OF DAMAGES SETFORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOUAND STRIBE™. ACCESS TO THE STRIBE™ OFFERINGS,STRIBE™ NFTS, STRIBE™ MATERIAL, AND/OR ANY OTHER PRODUCTS AND/OR SERVICESOFFERED IN CONNECTION WITH SAME WOULD NOT BE PROVIDED TO YOU WITHOUT SUCHLIMITATIONS. SOME JURISDICTIONS DO NOTALLOW CERTAIN LIMITATIONS ON LIABILITY AND, IN SUCH JURISDICTIONS, THE LIABILITYOF STRIBE™ SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
22. Legal Warning. If you bypass or disable any portion of the Stribe™Offerings or associated software including, without limitation, the operationof Stribe™ systems, or you attempt to circumvent or tamper with the Stribe™ NFTsin any way, you are in violation of the Agreement and Stribe™ may suspend orterminate your Account without notice. Termination of your Account will not excuse you from any criminal orother civil liabilities that may result from your actions.
23. Third-Party Websites. The Stribe™ Offerings may provide links toother Internet websites and/or resources including, without limitation, theDiscord Channel and Social Media Sites. Because Stribe™ has no control over such third party websites and/orresources, you hereby acknowledge and agree that Stribe™ is not responsible forthe availability or content of such third party websites and/or associatedresources. Furthermore, Stribe™ does notendorse, and is not responsible or liable for, any terms and conditions, privacypolicies, content, advertising, services, products and/or other materialsavailable at or from such third party websites or resources, or for any damagesand/or losses arising therefrom or associated therewith.
25. CopyrightPolicy/DMCA Compliance. Stribe™ reservesthe right to terminate the account of any user who infringes upon third-partycopyrights. If any user or other third-partybelieves that a copyrighted work has been copied and/or posted via the Stribe™Offerings in a way that constitutes copyright infringement, that party shouldprovide Stribe™ with the following information: (a) an electronic or physicalsignature of the person authorized to act on behalf of the owner of thecopyrighted work; (b) an identification and location of the copyrighted workthat such party claims has been infringed upon; (c) a written statement by suchparty that it has a good faith belief that the disputed use is not authorizedby the owner, its agent or the law; (d) such party’s name and contactinformation, such as telephone number or e-mail address; and (e) a statement bysuch party that the above information in such party’s notice is accurate and,under penalty of perjury, that such party is the copyright owner or authorizedto act on the copyright owner’s behalf. Contact information for Stribe’s™ Copyright Agent for notice of claimsof copyright infringement is as follows:
KleinMoynihan Turco LLP
Attn: Copyright Attorney
450 Seventh Avenue, 40th Floor
New York, NY 10123
Fax: (212) 216-9559
26. Dispute Resolution Provisions. The Agreement shall betreated as though it were executed and performed in New York, NY and shall begoverned by and construed in accordance with the laws of the State of New York(without regard to conflict of law principles). The parties (and Covered Parties) hereby agree to arbitrateall claims that may arise under and/or relate to the Stribe™ Offerings and/or theAgreement. Without limiting the foregoing, should a dispute arise betweenthe parties/any Covered Parties including, without limitation, any matterconcerning the Stribe™ Offerings, the terms and conditions of theAgreement or the breach of same by any party hereto: (a) the parties/CoveredParties agree to submit their dispute for resolution by arbitration before theAmerican Arbitration Association (“AAA”) in New York, NY, in accordancewith the then current Commercial Arbitration rules of the AAA; and (b) youagree to first commence a formal dispute proceeding by completing andsubmitting an Initial Dispute Notice which can be found here[INSERT LINK]. TheCovered Party(ies) named in your Initial Dispute Notice (collectively, the “NamedParties”) may choose to provide you with a final written settlement offerafter receiving your Initial Dispute Notice (“Final Settlement Offer”). If the applicable Named Party(ies) provide(s) you with a Final Settlement Offerand you do not accept it, or such Named Party(ies) cannot otherwisesatisfactorily resolve your dispute and you wish to proceed, you must submityour dispute for resolution by arbitration before the AAA, in your county ofresidence, by filing a separate Demand for Arbitration, which is available here. Forclaims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether thearbitration proceeds in person, by telephone or based only onsubmissions. If the arbitrator awards you relief that is greater than theapplicable Final Settlement Offer, then the Named Party(ies) will pay allfiling, administration and arbitrator fees associated with the arbitration and,if you retained an attorney to represent you in connection with thearbitration, the Named Party(ies) will reimburse any reasonable attorneys' feesthat your attorney accrued for investigating, preparing and pursuing the claimin arbitration. Any award rendered shall be final and conclusive to the partiesand a judgment thereon may be entered in any court of competent jurisdiction. Although the Named Party(ies) may have a right to an award of attorneys' feesand expenses if Named Party(ies) prevail(s) in arbitration, the Named Party(ies)will not seek such an award from you unless the arbitrator determines that yourclaim was frivolous.
To the extent permitted by law, you agree that you will notbring, join or participate in any class action lawsuit as to any claim, disputeor controversy that you may have against any of the Covered Parties. Youagree to the entry of injunctive relief to stop such a lawsuit or to remove youas a participant in the suit. You agree to pay the attorney's fees and court coststhat any Covered Party incurs in seeking such relief. This provision preventingyou from bringing, joining or participating in class action lawsuits: (i) doesnot constitute a waiver of any of your rights or remedies to pursue a claimindividually and not as a class action in binding arbitration as providedabove; and (ii) is an independent agreement. You may opt-out of these disputeresolution provisions by providing written notice of your decision withinthirty (30) days of the date that you first access the Site.
27. California User Consumer Rights. In accordance with Cal. Civ. Code Sec.1789.3, California State resident users may file grievances and complaints withthe California Department of Consumer Affairs, 400 R Street, Ste. 1080, Sacramento,CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email firstname.lastname@example.org.
28. Miscellaneous. Should any part of the Agreement be heldinvalid or unenforceable, that portion shall be construed consistent withapplicable law and the remaining portions shall remain in full force andeffect. The Agreement is personalbetween you and Stribe™ and it governs your use of the Stribe™ Offerings and Stribe™Material. To the extent that anything inor associated with the Stribe™ Offerings is in conflict or inconsistent withthese Terms and Conditions, these Terms and Conditions shall take precedence; provided, however, that with respect to:(a) the Stribe™ NFTs, to the extent that anything in these Terms and Conditionsis inconsistent with the Owner Agreement, the Owner Agreement shall takeprecedence; (b) any Contests, to the extent that anything in these Terms andConditions is inconsistent with the applicable Contest Rules, those ContestRules shall take precedence; and/or (c) any Owner Promotions, to the extent thatanything in these Terms and Conditions is inconsistent with the applicable OwnerPromotion Rules, those Owner Promotion Rules shall take precedence. Stribe’s™ failure to enforce any provision ofthe Agreement shall not be deemed a waiver of such provision nor of the rightto enforce such provision. The partiesdo not intend that any agency or partnership relationship be created throughoperation of the Agreement.
29. Contact Us. If you have any questions about the Agreement or the practices of Stribe™,please feel free to e-mail us at: email@example.com; or send us U.S. Mailto: Stribe Dental, 800 West Avenue, #1006, Miami Beach, FL 33139.
Stribe NFTS are not meant to be investmentvehicles. We make absolutely no promise or guarantee that the Stribe NFTs willincrease in value, or maintain the same value as their purchase price. Noelement of the Stribe NFTs qualifies or is intended to be an offering ofsecurities in any jurisdiction, nor does it constitute an offer or aninvitation to purchase shares, securities or other financial products. NFTs, cryptocurrencies and blockchaintechnology are relatively new technologies and the regulatory landscape isunsettled. New regulations applicable tothese technologies could negatively impact the value of your Stribe NFTs.