HitPiece Terms of Service
Last Updated: July 21, 2022
Welcome, and thank you for your interest in Hit Piece, Inc. (“”, “,” or “”) and our website at www.hitpiece.com, along with our related websites, networks, applications, and other services provided by us (collectively, the “”). These Terms of Service are a legally binding contract between you and HitPiece regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO
YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND
TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND HITPIECE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY HITPIECE AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 25, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND HIT PIECE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. HitPiece Overview. HitPiece offers platform that gives creators (“Creators”) access to a suite of tools that allow Creators to create, mint and sell certain limited digital content, including non-fungible tokens (“NFTs,” and such digital content “Creator Content”) to other users of the Service (“Fans”) through HitPiece’s digital marketplace (“Marketplace”). Creators and Fans are, collectively, “Users” and, each, a “User” or “you”.
2. Eligibility. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY HITPIECE. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. Furthermore, by using the Service, you affirm that either you are at least 18 years of age or have been authorized to use the Service by your parent or legal guardian who is at least 18 years of age and entered into these Terms on your behalf. If you are under the age of 18, then your parent or legal guardian must create an account on your behalf and may be required to enter their credit card or debit card information before you can participate in the Marketplace or purchase NFTs. If you are using the Service on behalf of an entity (including a band) or organization, then you represent and warrant that you have the authority to bind that entity or organization to these Terms and you agree to be bound by these Terms on behalf of that entity or organization. If you are a Creator, then we may require that you verify your identity.
3. Accounts and Registration. To access certain features of the Service, Creators must register for an account and Users may be required to link their Supported Electronic Wallet (as defined in Section 4). When you register for an account or link your Supported Electronic Wallet, you may be required to provide us with some information about yourself, such as your email address or other contact information. If you register for the Service as a Creator, then you will be required to provide all of the information requested during the Creator registration process. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register for an account, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You are prohibited from sharing your account information and access to the Service through your account with others; provided that if you are a Creator, you may share your account information with professional staff in charge of managing your account; provided, further, that such professional staff agree to be bound by these Terms. We may suspend or terminate your account if we believe you have shared your account information with a third party. If you believe that your account is no longer secure, then you should immediately notify us at firstname.lastname@example.org. We reserve the right, in our sole discretion, to disallow, cancel, remove, or reassign usernames, without liability to you or any third party, and with or without prior notice to you.
4. Electronic Wallet Terms.
4.1 Access. To access most features of the Service, you must use a supported electronic wallet (e.g., MetaMask) (a “
”) which the Service will use to, among other things, facilitate sales and purchases of NFTs, verify your ownership of certain NFTs, and verify
4.2 Your Electronic Wallet. You represent to HitPiece that your account on any Supported Electronic Wallet used by you in connection with the Service is owned or controlled exclusively and directly by you and no other person.
4.3 Risk from Hacking and Theft. Hackers may seek to access your Supported Electronic Wallet through multiple means, including, but not limited to, phishing and other fraudulent communications. HITPIECE WILL NEVER PROVIDE A LINK TO ANY NFTS, PROMOTIONS TO ACCESS NFTS, OR OTHER BENEFITS FROM HITPIECE ON OR THROUGH COMMUNICATIONS ORIGINATING ON DISCORD AND YOU SHOULD NEVER CLICK ON ANY LINK ORIGINATING ON OR THOUGH DISCORD EVEN IF IT APPEARS TO ORIGINATE FROM HITPIECE. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSSES THAT ARISE FROM YOUR CLICKING ON ANY LINKS FROM A THIRD PARTY, EVEN IF SUCH THIRD PARTY APPEARS TO BE HITPIECE.
4.4 Risk of Loss. HitPiece does not endorse, approve of, or take any responsibility in determining any particular NFT’s value or make any warranty about the suitability of any NFT for ownership or trading. Your NFTs may have no value at all or, if they have value, drop in value for many reasons, and HitPiece will have no responsibility for determining value or making up any losses in value to you. HitPiece retains the right, in its sole discretion, to determine whether to support, or not support, certain NFTs to be used in connection with the Service. HitPiece may discontinue or terminate support for any NFT at any time, for any or no reason, and without any liability to you. HitPiece will make reasonable efforts to provide advance notification of any termination or discontinuation of support of an NFT. HitPiece will not be liable to you for any losses, liability, or expenses related to any discontinuation or termination of support of any NFTs. Crypto assets such as NFTs are subject to uncertain and changing regulations and, if HitPiece determines that any NFTs need to be changed to comply with those regulations, it may choose to discontinue its support of the NFTs, which could result in loss of value of the relevant assets.
5. General Payment Terms. Certain features of the Service may require you to pay fees. HitPiece reserves the right to determine pricing for certain functionality offered via the Service as HitPiece may make available or change from time to time in its sole discretion. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. HitPiece, at its sole discretion, may make promotional offers with different features and different pricing to any of HitPiece’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
5.1 Authorization. You authorize HitPiece and its third-party payment processors to charge all sums for the orders that you make through the Service, including all applicable taxes. If you pay any fees with a credit card, HitPiece or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
5.2 Delinquent Accounts. HitPiece may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for an applicable order, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.
6.1 Buying and Selling Creator Content. HitPiece allows Users to buy and sell NFTs and other Creator Content to other Users through the Service. A Creator has the right to set the initial price for Creator Content and each Fan has the right to set the resale price for any subsequent sales. HitPiece collects certain service fees in connection with buying and selling Creator Content through our Service. HitPiece reserves the right to set all prices for its service fees. More information on service fees can be found here . All payments for Creator Content are final and not refundable or exchangeable, except as required by applicable law.
6.2 License to NFTs and Other Creator Content. If you are a Creator selling Creator Content through the Service, then you grant to the Fan purchasing such Creator Content, a limited, perpetual license to publicly display, perform, distribute and reproduce the Creator Content solely for the Fan’s personal, non-commercial use (except as expressly permitted in these Terms). If you are a Fan purchasing Creator Content through the Service, then your purchase of any Creator Content, including any NFT, through the Service results in a limited license grant to you and your purchase of Creator Content does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the Creator Content for any commercial purpose (i.e., you may not intentionally or purposefully monetize the Creator Content (except in connection with a sale of such Creator Content)). IF YOU ARE A FAN PURCHASING CREATOR CONTENT, THEN YOU FURTHER AGREE THAT YOU ARE NOT RECEIVING ANY COPYRIGHT INTEREST IN THE CREATOR CONTENT. Any commercial use or exploitation of the Creator Content could subject you to claims of copyright infringement. If you are a Creator or a Fan selling any Creator Content, then you agree that the terms of this Section 6.2 will govern the initial sale of any Creator Content and any subsequent sale of such Creator Content. If you sell any Creator Content through the Service, you further agree that you will not have any claims against HitPiece for any breach of Section 6.2 by a Fan. If you purchase any Creator Content, then you agree to use the Creator Content in accordance with this Section 6.2. IF YOU PURCHASE ANY CREATOR CONTENT THROUGH THE SERVICE, YOU HEREBY AGREE TO HOLD HITPIECE AND THE CREATOR HARMLESS FROM AND AGAINST ANY AND ALL VIOLATIONS OR BREACHES OF THIS SECTION 6.2.
6.3 Additional Terms for Creators. You agree that you are responsible for setting the price for any Creator Content that you make available via the Service. HitPiece reserves the right to set all prices for its service fees. We will pay you a percentage of the fees collected in connection with sale and resale of your Creator Content through our Service subject to the deduction of applicable service fees (“”). More information on the Creator Revenue can be found here .
6.4 Off-Service Transactions and Creator Content. You may be able to resell your NFTs on third-party platforms (“”) and not through the Service. Any Off-Service Transactions you conduct are subject solely to any applicable third-party terms, but in all instances are subject to the license grants and limitations set forth in Section 6.2. Notwithstanding the foregoing, Off-Service Transactions of NFTs may result in royalty payments to HitPiece and/or third parties (e.g., Creators). You hereby agree to pay all applicable royalty fees. YOU ACKNOWLEDGE AND AGREE THAT HITPIECE HAS NO CONTROL OVER AND IS NOT LIABLE IN ANY WAY FOR ANY OFF-SERVICE TRANSACTIONS. FOR THE AVOIDANCE OF DOUBT, HITPIECE DOES NOT GUARANTEE ANY CREATOR REVENUE IN CONNECTION WITH OFF-SERVICE TRANSACTIONS
6.5 . HITPIECE will not be a party to any disputeS OR NEGOTIATIONS OF DISPUTES between users. You agree to resolve all such disputes WITH ANY OTHER USERS OF THE SERVICE without involving HITPIECE in such dispute. THE QUALITY OF THE CREATOR CONTENT PURCHASED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE CREATOR. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING CREATOR CONTENT OFFERED VIA THE SERVICE RESTS SOLELY WITH YOU. IF HITPIECE IS REQUIRED TO PARTICIPATE IN ANY SUCH DISPUTE, THEN YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS HITPIECE FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF ANY SUCH DISPUTE.
7. Licenses from HitPiece to You
7.1 Limited License. Subject to your complete and ongoing compliance with these Terms, HitPiece grants you, solely for your personal, non-commercial use (except as expressly permitted in these Terms), a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
7.2 License Restrictions. Except as expressly authorized by HitPiece and except and solely to the extent such a restriction is impermissible under applicable law, you may not, and may not attempt to: (a) reproduce, distribute, publicly display, or publicly perform the Service and any content made available on or through the Service (collectively, the “”); (b) make modifications to the Offering; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism or seek to obtain unauthorized access to the accounts or Supported Electronic Wallets of any users of the Service; (d) decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, or attempt to derive the source code of the Service; (e) sell, resell, license, rent, lease, timeshare, or act as a service bureau or provide subscription services for the Offering or any part thereof; or (f) make any other use of the Offering, Materials (defined below), or any other content provided by HitPiece or its Users on or through the Service, including any data concerning other Users of the Service, except as expressly authorized by HitPiece in these Terms. If you are prohibited under applicable law from using the Service, you may not use it.
7.3 Feedback. If you choose to provide ideas, input or suggestions regarding problems with or proposed modifications or improvements to the Service (“”), then you hereby grant HitPiece an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, without any obligation of attribution or compensation to you for such Feedback.
8. User Content
8.1 Definition. “” means any content that you display, submit, webcast or otherwise transmit (collectively, “”) to the Service, including, without limitation, text, biographical information, written comments, and Creator Content (including, with respect to any Creator Content, including NFTs, any third-party content included therein, including, without limitation, any audiovisual works, sound recordings or musical works), photos, video, images, audio (including voice), links to third-party websites, and other works subject to protection under the laws of the United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws. For clarity, User Content excludes any Materials and Feedback.
8.2 Your Rights to User Content. YOU RETAIN THE COPYRIGHT AND ANY OTHER PROPRIETARY RIGHTS THAT YOU MAY HOLD IN ANY USER CONTENT THAT YOU POST TO THE SERVICE SUBJECT TO THE RIGHTS THAT YOU GRANT IN THESE TERMS.
8.3 Limited License Grant to HitPiece.
a. By Posting User Content, or by otherwise using the Service, you hereby grant to HitPiece a non-exclusive, irrevocable, unrestricted, assignable, sublicensable (through multiple tiers), royalty-free right and license throughout the universe to reproduce, record, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), transmit, retransmit, make available, create derivative works from, monetize, and otherwise exploit and use (collectively, “”) all User Content you Post to or through the Service by any means and through any media and formats now known or hereafter developed, with or without attribution to you and without any obligation to share any revenues or any consideration or value derived from the Use of your User Content, for the purposes of: (i) advertising, marketing, and promoting HitPiece, the Service and the availability of content on the Service, including any User Content you Post to the Service; (ii) displaying and sharing your User Content, including NFTs that you own or have the right to display on the Service, to other Users of the Service and on third-party services; (iii) allowing other Users to interact with your User Content as permitted by these Terms and the functionality of the Service; (iv) minting NFTs of User Content you upload specifically for the creation of NFTs; and (v) providing the Service as authorized by these Terms.
b. You further grant HitPiece a royalty-free, sublicensable (through multiple tiers) license (but not the obligation) to Use your name, image, voice, and likeness to identify you within or as the source of any of your User Content.
c. You must not Post any User Content on or through the Service or transmit to HitPiece any User Content that you consider to be confidential or proprietary. Any User Content Posted by you to or through the Service or transmitted to HitPiece will be considered non-confidential and non-proprietary, and treated as such by HitPiece, and may be Used by HitPiece in accordance with these Terms without notice to you and without any liability to HitPiece.
d. For the avoidance of doubt, the rights granted in Sections 8.3(a) through 8.3(c) include, but are not limited to, the right to: (i) reproduce audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; (ii) publicly display audiovisual works; and (iii) publicly perform and communicate to the public audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works, in each instance of clauses (i) through (iii) on a royalty-free basis. This means that you are granting HitPiece the right to Use your User Content without the obligation to pay royalties to any third party, including, but not limited to, an NFT copyright owner, a videogame copyright owner, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
8.4 Specific Rules for Photographs and Images. If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including, by way of example and not limitation, the Service, Facebook, Instagram, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.
8.5 You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post any User Content to the Service if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service in compliance with the grant of rights set forth in Section 8.3, including, but not limited to, the name, image, voice, likeness and other personal characteristics of any individual visible or otherwise identifiable in any User Content and any audiovisual works, sound recordings, musical works, or other third-party content embodied in any User Content, including, but not limited to, Creator Content. In addition, if you only own the rights in and to a sound recording or an audiovisual work, but not to the underlying musical works embodied in such sound recording or audiovisual work, then you must not Post such sound recording or audiovisual work to the Service unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to HitPiece under these Terms. Upon HitPiece’s request, you will provide written confirmation sufficient to show that you are authorized to grant rights in all of the elements of the User Content you Post to the Service in compliance with the grant of rights set forth in Section 8.3.
8.6 Representations and Warranties. You represent and warrant that: (a) you own the User Content Posted by you on the Service or otherwise have the right to grant the license set forth in these Terms; (b) the Posting and Use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, contract rights, or any other rights of any party, including, but not limited to, the rights of any person visible in any of your User Content; (c) the Posting of your User Content on the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (d) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party; and (e) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate. You agree to pay all monies owing to any person resulting from Posting your User Content on the Service, including from HitPiece’s exercise of the license set forth in Section 8.3. If you Post any objectionable content on the Service, then HitPiece may – but has no obligation to – take any remedial action that HitPiece, in its sole discretion, deems necessary and/or appropriate under the circumstances, such as, without limitation, suspending or terminating your account, removing all of your User Content from the Service and/or reporting you to law enforcement or other authorities, either directly or indirectly.
8.7 Specific Rules for Musical Works, Sound Recordings, and for Recording Artists. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms to HitPiece. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms or have such music publisher enter into an agreement with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Service that may be claimed by your label, including any NFTs that embody such new recordings. If you wish to perform a cover song and Post it to the Service, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of such musical work to the Service. You are solely responsible for clearing the rights to any ambient or background music that is included or audible in any User Content you Post to the Service. If you include any sound recordings or musical works in any NFTs created on or Posted to the Service, then you are responsible for ensuring that the rights to such sound recordings and musical works have been cleared on a so-called buy-out basis with respect to reproduction, distribution, public performance, and communication to the public basis such that no royalties are due to any third parties for the Use of such NFTs, save only for royalties due for the initial sale or secondary sales of such NFTs.
8.8 Through-To-The-Audience Rights. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of External Sites (defined below) will not have any separate liability to you or any other third party for User Content Posted, viewed, or otherwise used on such External Sites via the Service.
8.9 Waiver of Rights to User Content. Except as set forth in a written and signed agreement entered into between you and HitPiece in addition to these Terms, by Posting User Content to the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to the Service.
8.10 Disclaimer. WE ARE UNDER NO OBLIGATION TO USE, EDIT OR CONTROL USER CONTENT THAT YOU OR ANY OTHER USER POSTS ON THE SERVICE AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR USER CONTENT. WE DO NOT GUARANTEE THAT ANY USER CONTENT IS ACCURATE, TRUTHFUL OR APPROPRIATE FOR ITS STATED PURPOSE. HITPIECE MAY, HOWEVER, AT ANY TIME AND WITHOUT PRIOR NOTICE, SCREEN, REMOVE, EDIT, OR BLOCK ANY USER CONTENT THAT IN OUR SOLE JUDGMENT VIOLATES THESE TERMS OR IS OTHERWISE OBJECTIONABLE, SUCH AS, WITHOUT LIMITATION, USER CONTENT THAT HITPIECE DETERMINES IS OR COULD BE INTERPRETED TO BE ABUSIVE, BIGOTED, DANGEROUS, DEFAMATORY, FALSE, HARASSING, HARMFUL, INFRINGING, MISLEADING, OBSCENE, OFFENSIVE, PORNOGRAPHIC, RACIST, THREATENING, UNLAWFUL, VIOLENT OR THAT INCITES VIOLENCE, VULGAR, OR OTHERWISE INAPPROPRIATE. YOU AGREE TO WAIVE, AND DO WAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE OR MAY HAVE AGAINST HITPIECE WITH RESPECT TO USER CONTENT. YOU AGREE THAT YOUR ADHERENCE TO OR PARTICIPATION IN ANY ACTION, ACTIVITY, COMMAND, GUIDANCE, OR INSTRUCTION IN CONNECTION WITH USER CONTENT IS DONE SO AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR TAKING ALL NECESSARY AND PRUDENT ACTIONS BEFORE ENGAGING IN ANY ACTIVITY THAT HAS A RISK OF HARM, INJURY OR DAMAGE TO ANY PERSON, ANIMAL, OR PROPERTY. YOU FURTHER AGREE THAT YOU WILL HAVE NO RIGHT TO ENFORCE A CLAIM FOR A BREACH OF THESE TERMS AGAINST HITPIECE FOR ANY OTHER USER’S USE OF YOUR USER CONTENT IN VIOLATION OF THESE TERMS, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, UNAUTHORIZED USES OF NFTs. IF ANOTHER USER VIOLATES ANY RIGHTS YOU HAVE IN YOUR USER CONTENT, YOU AGREE TO SEEK RELIEF FROM SUCH OTHER USER AND NOT HITPIECE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT.
8.11 FTC Endorsement Guidelines. Notwithstanding any other provision in these Terms, you represent and warrant that you will comply with all laws and regulations regarding endorsements or testimonials made by you in any User Content, including that you will (a) make only accurate statements that represent your genuine experience with any product, good or service and (b) make all required disclosures pursuant to the Federal Trade Commission’s (“”) Guides Concerning the Use of Endorsementsand Testimonials in Advertising, as such guides may be amended from time-to-time by the FTC. Follow this link for further information on complying with the FTC’s guidance: .
9. Text Messaging. You agree that HitPiece and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, such as registering for an account as well as marketing messages, including messages regarding status of an auction. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES FROM HitPiece, YOU CAN EMAIL email@example.com OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM HitPiece, YOU CAN EMAIL support@Hitipiece.com OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.
10. Ownership; Proprietary Rights; Marks.
10.1 Ownership; Proprietary Rights. The Service is owned and operated by HitPiece. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (collectively, “”), including Creator Content, are protected by intellectual property and other laws. All Materials and Creator Content included in the Service are the property of HitPiece, Creators, or other third-party licensors of HitPiece or Creators. Except as expressly authorized by HitPiece, you may not make use of the Materials. HitPiece reserves all rights to its Materials not granted expressly in these Terms.
10.2 Marks. The HitPiece trademarks, service marks, and logos (collectively, the “”) used and displayed on the Service are HitPiece’s registered and/or unregistered trademarks or service marks. Any other product and service names located on the Service may be trademarks or service marks owned by third parties (collectively with the HitPiece Trademarks, the “”). Except as otherwise permitted by law, you may not use the Trademarks to disparage HitPiece or the applicable third party, HitPiece’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without HitPiece’s prior express written consent. All goodwill generated from the use of any HitPiece Trademark will inure solely to HitPiece’s benefit. All goodwill generated from the use of any other Trademark will inure solely to the benefit of the owner of such Trademark.
11. Creator Pages; Hit Lists
11.1 Creator Pages. Upon approval from HitPiece, you may create a Creator page (“”). You will be required to provide certain information such as a photo, biographical information, and such other information as HitPiece may require from time to time, to create a Creator Page. You may host your Creator Content on the portion of the Service dedicated to your Creator Page. Creator Content you Post to a Creator Page will be made available to all other Users of the Service. You should therefore think carefully before Posting any Creator Content to your Creator Page. Once you upload Creator Content to the Service and choose to make it publicly – available, even if you later remove such Creator Content from the Service – such Creator Content may remain available on the Internet and through other sources outside of our control. We assume no liability for such continued availability of any Creator Content.
11.2 Hit Lists. If you create an account on the Service, HitPiece will generate a page for each User containing records of your transaction history on the Service, including NFTs purchased and sold through the Service and the price of such NFTs (“”). Your Hit List will be made available to all other Users of the Service.
12. Third-Party Terms
12.1 External Sites. The Service may contain links to, and/or the ability to export User Content to, or embed content in, other websites, apps or other online properties that are not owned or controlled by HitPiece (collectively, “”). The content of External Sites is not developed or provided by HitPiece. HitPiece is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or webmaster for External Sites if you have any concerns regarding content located on those External Sites. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites, including, without limitation, when you export User Content to External Sites.
12.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
13. Hit Coins
13.1 Introduction; Not Currency. In order to reward Users for certain activities on the Service, HitPiece, in its sole discretion, may offer Users the ability to obtain a license to our virtual currency (“”) that may be used to acquire virtual goods and services solely within the Service. However, while we may use terms like “buy,” “purchase,” or “sell” in reference to Hit Coins, such terminology is merely for convenience and does not mean that Hit Coins has any particular value. When you earn or purchase Hit Coins, you obtain a license to Hit Coins, which operate as virtual currency solely within the Service, and Hit Coins do not (a) have an equivalent value in fiat currency; (b) act as a substitute for fiat currency; or (c) earn interest. HitPiece only transmits Hit Coins as required to provide the Service as described in these Terms, which does not include money transmission services.
13.2 Obtaining Hit Coins. HitPiece may also allow you to obtain Hit Coins: (a) when you sign up to use the Service; (b) when purchase NFTs; (c) if you are a Creator, when you Post Creator Content for the first time; and (d) through such other methods as HitPiece may offer from time to time. If HitPiece offers you the opportunity to acquire Hit Coins, and you accept such offer, HitPiece hereby grants you a nonexclusive, revocable, limited, non-transferable (except as expressly provided herein) right and license to use such Hit Coins only in connection with the Service as permitted by us, subject to these Terms and your compliance with these Terms. HitPiece will credit to your [Account] any Hit Coins obtained by you. Your license to use Hit Coins will terminate upon termination of these Terms or your account and as otherwise provided here in, except as otherwise required by applicable law.
13.3 Redeeming Hit Coins. You may from time to time be presented with opportunities to redeem Hit Coins for certain features within our Service (“”). We will, in our sole discretion, determine and communicate the availability and exchange rate for any Hit Coins and Rewards, which may be modified at any time. You must comply with any individual Reward limitations as indicated via the Service. We reserve the right to cancel, restrict or terminate Hit Coins or Rewards at any time for any reason. All Rewards are subject to availability. All redemptions are subject to these Terms and all limitations and requirements stated via the Service. You may choose a Reward that is still available for which you have accumulated sufficient Hit Coins for redemption. Select the Reward you wish to use and follow the instructions to complete the redemption process.
13.4 Restrictions. You are expressly prohibited from transferring, assigning, selling, gifting, exchanging, trading, converting, leasing, sublicensing, renting, or distributing Hit Coins, whether directly or through an intermediary, except through the Service and as expressly permitted by HitPiece. Hit Coins are provided to you for entertainment purposes only unless otherwise expressly provided for in these Terms. Hit Coins are not property, and you have no right, title or interest in any Hit Coins.
13.5 Additional Limitations. HitPiece does not recognize or condone any third-party service that may be used to sell, exchange, transfer, or otherwise dispose of Hit Coins, and HitPiece does not assume any responsibility for, and will not support, such transactions. Neither HitPiece nor any third party has any obligation to exchange Hit Coins for anything of value, including, but not limited to, fiat currency, except as expressly provided in these Terms or otherwise required by applicable law. HitPiece makes no guarantee as to the nature, quality, or value of Hit Coins or the availability or supply thereof.
13.6 Reserved Rights. HitPiece, in its sole discretion, may impose limits on Hit Coin’s usage, including, but not limited to, the amount that may be earned or redeemed. You acknowledge and agree that HitPiece may engage in actions that may impact the perceived value or purchase price of Hit Coins at any time, except as prohibited by applicable law. Except as otherwise prohibited by applicable law and except for the limited licenses granted under these Terms, HitPiece reserves and retains all rights, title, and interest in and to all Hit Coins. HitPiece, in its sole discretion, has the absolute right to manage, modify, suspend, revoke, and terminate your license to use Hit Coins without notice, refund, compensation, or liability to you, except as otherwise prohibited by applicable law.
14.1 Contests and Sweepstakes. We may have contests, sweepstakes, raffles, surveys, games or similar promotional events on the Service from time to time (each, a “”). No purchase is necessary to participate in any Promotional Event. Promotional Events are void where prohibited or restricted by law or where there are registration or bonding requirements. In order to be eligible, you must meet the eligibility requirements as provided in the applicable Promotional Event description page (“”) or elsewhere on the Service. A particular Promotional Event will start and end as indicated on the Promotional Event Page or elsewhere on the Service.
14.2 Contest: Judging and Winners. All contests are contests of skill. All winners will be selected on an objective basis. Odds of winning depend on the skill and number of people participating. The Promotional Event Page for a contest or the Service will generally indicate judging criteria and the number of winners to be selected. Judging will be done by Hit Piece or its designee. Winners are subject to verification, including without limitation, verification of eligibility, compliance with the terms and conditions of the contest, and completion of any required documents. In the event of a tie based on the initial judging criteria, judges may compare the initially tied entries and make a determination of the winner in order to break the tie, or may provide additional prizes in the event of a tie. In the event of a dispute as to the identity of participants or winners, we will make the final determination as to identity. You agree that we have the sole right to decide all matters and disputes arising from any contest and that all of our decisions related to a contest are final and binding. We reserve the right to disqualify and prosecute to the fullest extent permitted by law any participant or winner who, in our reasonable suspicion, tampers with a contest, the entry or participation process, violates the terms of the contest, or acts in an unsportsmanlike or disruptive manner.
14.3 Prizes. If applicable, the Promotional Event Page or the Service will indicate: (a) the prizes to be awarded each winner; and (b) the approximate retail value of each prize awarded and the aggregate approximate value of all prizes. No substitution, assignment or transfer of the prizes is permitted, except by Hit Piece, which has the right to substitute a prize with another of comparable or greater value. Prizes awarded may be subject to third-party terms and conditions.
14.4 Taxes. You are responsible for all taxes and fees associated with the receipt and/or use of any prize. We have the right to withhold payment or any prize as we believe reasonably necessary for legal compliance, including any tax regulations. You may have to provide a social security number or taxpayer ID prior to the awarding of any prize.
14.5 Publicity Release. Each winner may be required to sign an affidavit of eligibility, liability release and a publicity release that, among other things, will allow us to use the winner’s name, photograph, likeness, voice, prize information, and biographical information for publicity and promotional purposes without further compensation where permitted by law. Except where prohibited, participation in a Promotional Event constitutes your consent to our use of your name, likeness, voice, opinions, biographical information, hometown and state for promotional purposes in any media without further payment or consideration.
14.6 General. We reserve the right to shorten, extend, modify, or cancel any Promotional Event, at our sole discretion, at any time and without notice, even though such action may affect your ability to win a prize. We are not responsible for any typographical or other error in printing or description of any Promotional Event. If applicable, a list of winners will be posted for a period of time on the Promotional Event Page or elsewhere on the Service. Individuals may request a list of winners by submitting a self-addressed, stamped, envelope to 2417 Bank Drive, Boise, Idaho 83705 within 60 days of the end of any Promotional Event.
15. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO
15.1 commercialize Creator Content, including in connection with the marketing, advertising, or selling of any third-party product;
15.2 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
15.3 harass, threaten, demean, embarrass, or otherwise harm any other User of the Service;
15.4 violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
15.5 interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
15.6 make unauthorized recordings or screen captures of any content, including User Content, transmitted on or through the Service;
15.7 interfere with the operation of the Service or any User’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another User of the Service; (c) collecting personal information about another User or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
15.8 attempt to access or search the Service or content available on the Service or download content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining, gathering, or extraction tools and the like) other than the software and/or search agents provided by HitPiece or other generally available third-party web browsers;
15.9 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission, or provide any false, inaccurate, or misleading information to HitPiece;
15.10 sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
15.11 attempt to do any of the acts described in this Section 15 or assist or permit any person in engaging in any of the acts described in this Section 15.
16. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements
16.1 Respect of Third Party Rights. HitPiece respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on the Service.
16.2 Repeat Infringer Policy. HitPiece’s intellectual property policy is to: (a) remove or disable access to material that HitPiece believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available on the Service; and (b) remove any User Content Posted to the Service by “repeat infringers.” HitPiece considers a “repeat infringer” to be any User that has repeatedly infringed or repeatedly been charged with infringing the rights of third parties by Posting User Content to the Service for which HitPiece has received takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content. HitPiece has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon HitPiece’s own determination.
16.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by HitPiece with the User alleged to have infringed a right you own or control, and you hereby consent to HitPiece making such disclosure. Your communication must include substantially the following:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
b. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
c. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit HitPiece to locate the material;
d. Information reasonably sufficient to permit HitPiece to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
e. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
16.4 Designated Agent Contact Information. HitPiece’s designated agent for receipt of Notifications of Claimed Infringement (“”) can be contacted at:
Via Email: DMCA@hitpiece.com
Via U.S. Mail:
Hit Piece, Inc.
Attn: HitPiece Compliance Office
2417 Bank Drive
Boise, Idaho 83705
Via Phone: (213) 347-9951
16.5 Counter Notification. If you receive a notification from HitPiece that material you Posted on the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide HitPiece with what is called a “.” To be effective, a Counter Notification must be in writing, provided to HitPiece’s Designated Agent through one of the methods identified in Section 16.4 above and include substantially the following information:
a. your physical or electronic signature;
b. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
c. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
d. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which HitPiece may be found, and you will accept service of process from the person who provided notification in accordance with Section 16.4 above or an agent of such person.
You should consult a lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid Counter Notification under the Copyright Act.
16.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to HitPiece in response to a Notification of Claimed Infringement, then HitPiece will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that HitPiece will replace the removed User Content or cease disabling access to it in 10 business days, and HitPiece will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless HitPiece’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on HitPiece’s system or network.
16.7 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [HitPiece] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
17 U.S.C. § 512(f).
HitPiece reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
For clarity, and notwithstanding anything in this Section 16 to the contrary, HitPiece in its sole discretion may (but has no obligation to) disclose publicly any and all Notices of Claimed Infringement and Counter Notifications.
17. Modification of these Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 17, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Notwithstanding the preceding sentences of this Section 17, no modifications to these Terms will apply to any dispute between you and HitPiece that arose prior to the date of such modification.
18. Term, Termination, and Modification of the Service
18.1 Term. These Terms are effective beginning when you accept the Terms or first access, or use the Service, and ending when terminated as described in Section 18.2.
18.2 Termination. If you violate any provision of these Terms, your authorization to access the Service automatically terminates. In addition, HitPiece may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by deactivating your account in your account settings or contacting customer service at firstname.lastname@example.org.
18.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) all amounts that accrue or are due to you before termination of your use or access to the Service will continue to be payable to you and you must pay HitPiece any unpaid amounts that were due prior to termination; and (d) Sections 2, 3, 5, 6.4, 6.5, 7.2, 7.3, 8, 10, 13, 14, 15, 17, 18.3, 19, 20, 21, 22, 23, 24, 25, and 26 will survive.
18.4 Modification of the Service. HitPiece reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. HitPiece will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
19. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify HitPiece, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “HitPiece Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
20. ACKNOWLEDGMENT OF RISK. We do not intend to provide any financial, investment, legal or tax advice, or any other advice of any kind. Although the Service may provide data, information, or content provided by third parties or by us relating to Creator Content, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to purchase any Creator Content. The Creator Content, including NFTs, made available on the Service may involve a high degree of risk. Purchasing or selling Creator Content poses certain risks, including, without limitation, the risks that certain content relating to Creator Content may not be provided as anticipated, and that the Creator Content may fluctuate in value. You should not purchase Creator Content if you cannot afford to lose the entire amount of your investment. Before purchasing or selling Creator Content, you should (1) conduct your own investigation and analysis, (2) carefully consider the purchase or sale of Creator Content and all related charges, expenses, uncertainties and risks, and (3) consult with your own tax, financial and legal advisors. YOUR USE OF THE SERVICE, INTERACTION WITH ANY COMMUNICATIONS FROM HITPIECE OR PURPORTED TO BE FROM HITPIECE, AND ANY DECISIONS YOU MAKE TO PURCHASE OR SELL ANY CREATOR CONTENT ARE AT YOUR SOLE RISK.
21. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to the Creator Content and any transactions you conduct through the Marketplace, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.
22. NFT DISCLAIMERS. NFTS ARE INTANGIBLE VIRTUAL ASSETS THAT EXIST BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN. HITPIECE MAKES NO PROMISES OR GUARANTEES WITH RESPECT TO ANY BLOCKCHAIN OR SMART CONTRACTS. YOU AGREE THAT HITPIECE IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR ANY ISSUES OR LOSSES RELATED TO ANY BLOCKCHAIN, ANY DIGITAL WALLETS, OR SMART CONTRACTS. THE STRUCTURE, FUNCTIONALITY, DEVELOPMENT AND MAINTENANCE OF THE BLOCKCHAIN USED TO SUPPORT THE MARKETPLACE IS AT THE SOLE DISCRETION OF HITPIECE AND BY AGREEING TO THESE TERMS YOU ACKNOWLEDGE THAT HITPIECE HAS NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE SAME.
23. Disclaimers; No Warranties
23.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HITPIECE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HITPIECE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND HITPIECE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
23.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR HITPIECE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE HITPIECE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY PERSONAL INJURY, DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
23.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. HitPiece does not disclaim any warranty or other right that HitPiece is prohibited from disclaiming under applicable law.
23.4 ANY PURCHASE OR SALE YOU MAKE, ACCEPT, OR FACILITATE VIA OR OUTSIDE OF THE SERVICE OF AN NFT WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF NFTs VIA OR OUTSIDE OF THE SERVICE. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY AND ALL LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, OF NFTs VIA OR OUTSIDE OF THE SERVICE, FOR ANY REASON WHATSOEVER. YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL TERMS GOVERNING THE PURCHASE AND USE OF AN NFT AND MAY BE SUBJECT TO LIABILITY FOR VIOLATING ANY THIRD-PARTY RIGHTS THROUGH UNAUTHORIZED USES OF NFTs.
24. Limitation of Liability
24.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HITPIECE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HITPIECE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
24.2 EXCEPT AS PROVIDED IN SECTION 25.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HITPIECE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO HITPIECE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (b) $100.
24.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 24.3 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
25. Dispute Resolution and Arbitration
25.1 Generally. Except as described in Section 25.2 and 25.3, you and HitPiece agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND HitPiece ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
25.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
25.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 25 within 30 days after the date that you agree to these Terms by sending a letter to Hit Piece, Inc, Attention: Legal Department – Arbitration Opt-Out, 2417 Bank Drive, Boise, Idaho 83705 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“”). Once HitPiece receives your Opt-Out Notice, this Section 25 will be void and any action arising out of these Terms will be resolved as set forth in Section 26.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
25.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“”) under its Consumer Arbitration Rules (collectively, “”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting HitPiece.
25.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (). HitPiece’s address for Notice is: Hit Piece, Inc., 2417 Bank Drive, Boise, Idaho 83705. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or HitPiece may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, HitPiece will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
25.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or HitPiece must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
25.7 Arbitration Relief. Except as provided in Section 25.8, the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by HitPiece before an arbitrator was selected, HitPiece will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (i) for judicial review expressly permitted by law or (ii) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
25.8 No Class Actions. YOU AND HitPiece AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and HitPiece agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
25.9 Modifications to this Arbitration Provision. If HitPiece makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to HitPiece’s address for Notice of Arbitration, in which case your account with HitPiece will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
25.10 Enforceability. If Section 25.8 or the entirety of this Section 25 is found to be unenforceable, or if HitPiece receives an Opt-Out Notice from you, then the entirety of this Section 25 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 26.2 will govern any action arising out of or related to these Terms.
26.2 Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and HitPiece submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Ada County, Idaho. for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Boise, Idaho, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
26.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
26.6 Contact Information. The Service is offered by Hit Piece, Inc., located at 2417 Bank Drive, Boise, Idaho 83705. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
26.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
26.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the
support will be subject to published policies.
26.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.