Last Updated: May 3, 2023
These Paper Terms of Service (the “User Agreement”) are between you (referenced herein as “you”, “your”, or “User”) and Caves Inc. (d/b/a Paper), and its affiliates (“we”, “our”, the “Company” or “Paper”). This User Agreement governs your use of the Company’s website located at www.withpaper.com (together with any successor site, the “Site”) and the Company’s web or app-based software platform (the “Platform”). The Site, Platform and all software, content, tools, features and functionalities offered on or through our Site and Platform, including the NFT Checkout Service (as defined below) and Paper Wallet (as defined below) are collectively referred to as the “Services”.
If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to this User Agreement, and (b) you agree to this User Agreement on the entity’s behalf.
By accessing, using, or attempting to access or use the Services, you acknowledge and agree that you have read, understood and accept all of the terms and conditions contained in this User Agreement. If you do not agree, you may not access the Services and must immediately cease any use of the Services.
We may amend this User Agreement from time to time by posting a revised version to the Services, in which case we will update the “Last Updated” date at the top of this User Agreement. If we make any changes that are material, we will use reasonable efforts to attempt to notify you, such as by email to the e-mail address you provide to us when registering for the Services. Please review the User Agreement on a periodic basis. Each time you use the Services, you agree to be bound by the terms of the User Agreement in effect at the time of your use thereof. If you do not agree to the revised terms, you are not permitted to use the Services.
THIS USER AGREEMENT CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE SECTION 18) THAT REQUIRES YOU AND PAPER TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTIONS) BY BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT AND TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION WAIVER AS EXPLAINED IN SECTION 18.
Paper is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. Digital assets are not legal tender and are not backed by any government. Digital assets are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
NO FINANCIAL, INVESTMENT, TAX, LEGAL OR SECURITIES ADVICE IS GIVEN THROUGH OR IN CONNECTION WITH OUR SERVICES.
Nothing contained on the Services constitutes a solicitation, recommendation, endorsement, or offer by us or any third party to buy or sell any digital assets, securities, or other financial instruments. Neither us nor any of our affiliates has: (1) evaluated the merit of any digital assets available through the Services; or (2) has endorsed or sponsored any digital assets made available.
Paper has partnered with certain third-parties who offer marketplaces or other platforms (each an “NFT Platform”) for the purchase and sale of NFTs. You may use the Services as a purchaser of NFTs to (a) engage in transactions with Paper to purchase NFTs offered by a third-party seller on the NFT Platform (the “NFT Offeror”) in exchange for fiat currency or cryptocurrency and (b) store and access NFTs purchased using the Services through one or more digital wallets either made available by Paper or a third party which you elect to use in connection with the Services (collectively, the “NFT Checkout Service”). You may also use the Services if you are an NFT Offeror to engage in transactions with Paper to sell NFTs to users desiring to use a payment method accepted by Paper.
The Services may enable you to access a non-custodial digital wallet set up by us (or our service providers) or a third party (“Paper Wallet”), which is a web-based smart wallet that runs on certain mobile and desktop platforms and may provide users access to an interface allowing them to execute instructions directly on a compatible blockchain network. Through the Services and the Paper Wallet, you may be able to (i) store and view balances of NFTs and other digital assets, (ii) link to decentralized applications, (iii) view addresses and information that are part of digital asset networks and broadcast transactions and (iv) use additional functionality as may be added to the Paper Wallet from time to time.
The private keys necessary to decrypt or gain access to a Paper Wallet are held solely by you, and not by us. You acknowledge and agree that Paper does not store and does not have the ability to help you access or recover your private keys. Paper is not responsible for the security of the private keys. You acknowledge and agree that Paper has no liability or responsibility to you in any way in the event such private keys are lost or used by a third party. You are solely responsible for all transactions via your Paper Wallet. Paper is not responsible for any losses due to your errors, including relating to an incorrectly construction transaction resulting in the transfer of a digital asset or export of your private keys to the wrong wallet or a mistyped blockchain address.
Transfers and other transactions between the Services and External Wallets (as defined below) may be facilitated by one or more smart contracts that Paper has not developed and does not control. You acknowledge the risk of smart contracts and agree to be bound by the outcome of any smart contract operation that you initiate or that we initiate at your direction. We accept no liability or responsibility for any such transfer, including for any loss, data corruption, or other negative impact that may occur to your digital assets or wallets when attempting to transfer assets between wallets.
If you use the Services, including Paper’s software development kits or application programming interfaces (“APIs”), to make the Paper Wallet available to the end users of your platform or application, you acknowledge and agree that: (i) you are a legal entity or an unincorporated business or sole proprietor and not an individual consumer; (ii) you will be charged a monthly fee that we display to you via the Services (the “Wallet Fee”) for each month you have 500 or more Paper Wallets that have been logged into by an end user or otherwise been used to connect to or access your platform or application; (iii) you will use the Paper Wallet software development kits or application programming interfaces in accordance with our documentation and this User Agreement; (iv) you must have your end users accept and consent to this User Agreement prior to an end user accessing a Paper Wallet; (v) you are solely responsible and liable for any acts or omissions that you take in connection with an end user’s Paper Wallet; and (vi) if you fail to pay the Wallet Fee or we terminate or suspend your use of the Services due to your or your end user’s breach of this User Agreement, certain features or functionality of your end user’s Paper Wallet may be disabled, including the ability for your end user to access or use such Paper Wallet on your platform or application.
If you use Paper’s Minting Toolkit (“Minting Toolkit”) to transfer NFTs to end users, you acknowledge and agree that: (i) you are a legal entity or an unincorporated business or sole proprietor and not an individual consumer; (ii) you will be a fee per Minting Toolkit request (“Minting Toolkit Fee”) that we display to you via the Services; and (iii) you will use the Minting Toolkit in accordance with our documentation and this User Agreement.
When using Paper’s APIs, you agree that you shall not use Paper’s APIs (i) in a way that Paper may prohibit in any of the documentation for such API, (ii) for any application that competes with, or attempts to compete with, any of the Services, or (iii) to create an application that functions substantially the same as the API or uses any of the Paper’s data in any way that circumvents making an API request or a third party making an API request. Paper may set and enforce limits on your use of its APIs, including limiting the number of requests you may make, in its sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use Paper’s APIs beyond these limits, you must obtain Paper’s express written consent. Paper may change or discontinue the availability of some or all of its APIs at any time for any reason with or without notice, including the removal of features or imposition of fees for previously free features. Your continued use of Paper’s APIs following such modifications will be deemed your acceptance of the modifications. If Paper grants you a token or other credential to use or access any portion of Paper’s APIs, you may not share or transfer such token or credentials with any other parties and shall use such token or credentials solely to access the API. You may not repackage or redistribute Paper’s APIs in any manner without Paper’s prior written consent.
In order to use the Services, you must be at least eighteen (18) years of age (or the applicable age of majority and contractual capacity in the jurisdiction in which you reside). You cannot use the Services if (1) the Office of Foreign Assets Control of the United States Treasury Department lists you as a specially designated national and/or blocked person; (2) the Bureau of Industry and Security of the United States Department of Commerce lists you on its denied persons list or lists of parties of concern; or (3) you’re on any similar list promulgated by an official agency or department of the United States government. Further, if you use the Services, you may not transfer or provide to us any currency, digital assets or other items that have been derived from any illegal or unlawful activity. By using the Services, you represent and warrant that you meet these requirements.
To access the Services or some of the resources it offers, you may be asked to have or create an account and provide certain registration details or other information, including your e-mail address and a valid payment method (such as a credit card). You agree to provide Paper with any information we reasonably request for purposes of identity verification and the detection of money laundering, fraud or other criminal activities. You also may need to complete certain verification procedures before you may be permitted to use the Services. Paper reserves the right to suspend, disable or prevent your access to the Services until Paper verifies such information. It is a condition of your use of the Services that all the information you provide is correct, current, and complete.
If you are using the Services to purchase an NFT from an NFT Offeror, you are not required to create an account and may instead conduct one-time transactions with Paper using a payment method accepted by Paper. However, if you are an NFT Offeror and desire to use the Services to sell an NFT, you need to create an account to access certain of the Services. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the User Agreement.
Upon creating an account, a Paper Wallet may be linked to your account. When you use the Services to purchase an NFT offered for sale by an NFT Offeror, you agree and understand that Paper will (a) purchase such NFT, (b) charge your chosen payment method and (c) upon receiving the applicable funds from you, deliver (or cause to be delivered) the purchased NFT to, at your prior election via the Services, either (i) your Paper Wallet or (ii) a third-party non-custodial wallet (e.g. a Metamask wallet) (“External Wallet”). Once Paper completes the purchase of the NFT from the NFT Offeror, Paper will settle the applicable payment with the NFT Offeror.
By using an External Wallet in connection with the Services, you agree that you are using such External Wallet under the terms and conditions of the applicable providers of such External Wallet and that you are the lawful owner of such External Wallet. External Wallets are not associated with, maintained by or affiliated with us. You are solely responsible for keeping your External Wallet and any private keys necessary to decrypt your External Wallet secure. We have no ability to help you access or recover your private keys for your External Wallet. We accept no responsibility or liability to you in connection with your use of an External Wallet, and we make no representations or warranties regarding how the Services will operate with any specific External Wallet.
As noted above, we provide functionalities via the Services to transfer NFTs purchased through the Services directly to an External Wallet. We may also provide functionalities via the Services whereby you can transfer NFTs purchased through the Services from your Paper Wallet to an External Wallet or export your Paper Wallet’s private keys to an External Wallet. Such transfers or exports via the Services to External Wallets may be facilitated by one or more smart contracts that we do not control. You acknowledge the risk of smart contracts and agree to be bound by the outcome of any smart contract operation that you initiate or that we initiate at your direction. We accept no liability or responsibility for any such transfer, including for any loss, data corruption or other negative impact that may occur to your NFTs purchased via the Services or wallets or other assets when attempting to transfer assets between wallets.
The Company has the right, at any time and without liability, to modify, alter, update, or eliminate the features, navigation, appearance, functionality and other elements of the Services and any aspect, portion or feature thereof, including the Paper Wallet and its ability to connect to any application or application.
You acknowledge and agree that digital assets are volatile and risky, and their trading is affected by many factors outside our or your control. You acknowledge and agree that you purchase NFTs and other digital assets at your own risk. As with any asset, the value of NFTs and other digital assets can go up or down and there can be a substantial risk that you lose money buying, selling or holding non-fungible tokens. You should carefully consider whether trading or holding NFTs and other digital assets is suitable for you in light of your financial condition. We make no promise that any NFT or other digital asset you purchase will be worth anything. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and other digital assets and using blockchain technology, including but not limited to, risk of losing access to non-fungible tokens due to loss of private key(s), custodial error or purchase error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. You acknowledge that cryptocurrencies are neither (i) deposits of or guaranteed by a bank, nor (ii) insured by the FDIC or by any other governmental agency.
The Services and your digital assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of the Company to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Services.
You understand and acknowledge that cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to digital assets and the services, and could result in the theft or loss of your digital assets.
There are risks associated with using an blockchain technology and Internet based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your Paper Wallet. You accept and acknowledge that Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any blockchain network, however caused.
You are solely responsible for any transactions, and for all fees that you may incur as a result of your acquisition or sales of digital assets. Although we try to offer lower fees through our Services, we cannot control the timing of every transaction, and you acknowledge that the time of a transaction can affect the value of the asset or the fees associated with a transaction or both.
Paper does not own or control any underlying blockchain protocols and assumes no responsibility for the operation of the underlying protocols and does not guarantee the functionality or security of the blockchain network functionalities. To the fullest extent permitted by applicable law, we will not be liable or responsible to you for any failure in the intended function of any smart contracts underlying any NFTs, or any bugs, viruses, exploits, logic gaps, or malicious code which may be incorporated into any such smart contracts, or which could be used to commit fraud or otherwise cause harm.
To the extent permitted by applicable law, you shall bear all risk of loss for any digital assets held in your Paper Wallet. Paper will have no liability for any loss or theft of your digital assets held in your Paper Wallet. You are solely responsible for maintaining insurance policies for any digital assets held in your Paper Wallet.
Paper has no control over and is not responsible for any activity conducted by you or other parties (including the NFT Offeror) on NFT Platforms, decentralized applications or via other third party services. You acknowledge and agree that you are solely responsible and liable for your use of any NFT Platform, decentralized applications or via other third party services, and all of your related acts or omissions, and that your use of such other service is subject to such service’s terms of service and applicable law. You agree that Paper shall not be a party to or have any responsibility or liability arising out of any disputes between you and an NFT Platform (including related to any NFT or any intellectual property rights associated therewith), decentralized application or other third party services.
Paper makes no representations or warranties, express or implied, written or oral, made by or on behalf or in connection with any NFT Platform or NFT Offeror, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security suitability or fitness for any particular purpose, workmanship or technical quality of any NFT. Paper is not responsible for and does not verify the rights or authenticity of any NFTs provided on NFT Platforms nor any claims made by or on NFT Platforms. You are solely responsible for verifying the rights (including any perks and other utility) and authenticity of any NFT you purchase, including any claims made by or on an NFT Platform, as well as any transfer of rights, rights to sell, interest in copyrights, and other intellectual property rights applicable to any NFT purchased through the Services. You acknowledge and agree that Paper is not responsible for delivering any functionality offered or purported to be offered on or through the NFTs you purchase. Any perks or utility related to an NFT are not provided by Paper, and you are responsible for verifying any perks or utility related to an NFT. TO THE FULLEST EXTENT PERMITTED BY LAW, PAPER DISCLAIMS ALL WARRANTIES AND LIABILITIES WITH RESPECT TO ANY NFT PURCHASED THROUGH THE SERVICES.
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.
Your use of the Services is subject to transaction limits (based on total fiat amount) set by Paper. If you have any questions about the limits, please contact Paper at email@example.com.
Subject to your compliance with this User Agreement, the Company hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to access and use the software provided to you as part of the Services (and, to the extent we offer you any software for download as part of the Services (such as the Paper Wallet), to download, install, and execute a single copy of such software onto the equipment or device specified or approved by us). This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by this User Agreement, and subject to the use restrictions described below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services or other actions that Company, in its sole discretion, may elect to take.
You may use the Services only for lawful purposes and in accordance with this User Agreement. You agree not to use the Services:
In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Provide the Company the personal information of any persons under the age of 13 for any reason.
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in this User Agreement.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.
Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
Use any robot, spider, or other automatic device, process, or means to access the Services, including our website and Platform, for any purpose, including monitoring or copying any of the material thereon.
Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Service is stored, or any server, computer, or database connected to the Services.
Copy, mirror or otherwise attempt to replicate or reproduce the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Services.
Paper may charge fees for some or part of the Services we make available to you, including transaction and processing fees in connection with the NFT Checkout Services, blockchain gas or similar network fees, and other fees in connection with the Paper Wallet. We will disclose the amount of fees we will charge you for the applicable Service at the time you access, use or otherwise transact with the Services. Although we will attempt to provide accurate fee information, any such information reflects our estimate of fees, which may vary from the fees actually paid to use the Services and interact with the applicable blockchain with which the Services are compatible. In certain cases, your transaction may not be successful due to an error with the blockchain or the Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. You acknowledge and agree that all information you provide with regards to a transaction via the Services, including, without limitation, credit card, PayPal, or other payment information, is accurate, current and complete, and you have the legal right to use such payment method.
You may incur charges and fees from third parties for use of any third party services linked to or accessed through the Services. For example, you may be charged fees via the decentralized applications that you may access via the Paper Wallet. Third party fees are not charged by the Company and are not paid to the Company. Under no circumstances shall the Company incur any liability of any kind to you arising from or relating to fees charged to you by such third parties linked to or accessed through the Services.
Your financial institution or external wallet provider may also impose a fee to purchase an NFT. Paper is not responsible for any fees charged by a third party. In addition, it is your responsibility to ensure you have sufficient funds or digital currency in your designated bank account or external wallet to complete any purchases using the Services. You are responsible for any non-sufficient funds or overdraft fees imposed by third parties.
You are solely responsible to pay any and all sales, use, value-added, and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us, you: (a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services; (b) will pay or reimburse Company for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed, or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local, or any other taxing jurisdiction; and (c) will not be entitled to deduct the amount of any such taxes, duties, or assessments from payments (including transaction fees) made to us pursuant to this User Agreement. Neither this User Agreement nor any other communication from the Company constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with the Services.
Paper does not offer any refunds to users of Services, except as we may choose to offer in our sole discretion, including in connection with the following sentence. In connection with the NFT Checkout Service, if Paper cannot purchase the NFT due to an error in the smart contract, Paper will refund the transaction minus the applicable fees. Other than the foregoing, all transactions through the Services (whether via the NFT Checkout Platform or your Paper Wallet) are permanent and non-reversible. If you believe a transaction was conducted fraudulently, please alert your bank or card issuer, as applicable, and follow their instructions.
Please note that Paper does not support transactions that you attempt using either tokens that are not supported by Paper, or transactions that use an unsupported chain. For example, if you send a supported currency on an unsupported chain, Paper cannot recover or refund the supported currency sent to an unsupported chain.
Paper, is not responsible for any delays or errors in the provision of the Services, including, but not limited to, delays in the purchase of NFTs for you from a third party, including if such delays or errors are caused by you, your service provider (e.g., your bank), your internet connection or internet service provider.
The Company reserves all rights in and to the Services and all intellectual property therein and thereto, including the look and feel, trade dress, trademarks, images, content and copy on or available through the Services. “Paper” and all associated logos, trademarks or other identifiers displayed within the Services are the sole property of the Company or its licensors. You acknowledge that, as between you and Paper, all rights, title and interest, including all copyright, trademark, patent, trade secret and other intellectual property or proprietary rights, related to the Services (including all modifications, improvements, upgrades, and derivative works thereof) belong exclusively to Paper.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
Certain Services may display, include, make available, or provide access to content, data, information, applications, or materials from third parties information (“Third-Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and Any website that is accessible via link embedded in the Services that redirects you from the Services are provided for your convenience only. You acknowledge that such other websites and their content are not within Paper’s control. All such websites are subject to the terms, conditions, policies, and procedures of the owners of such websites and not this User Agreement. Accordingly, Paper hereby expressly disclaims and shall not have any liability or responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on Third-Party Materials or websites. We encourage you to read the applicable terms and conditions pertaining to your use of such third party websites to understand your rights and obligations.
You acknowledge and agree that third parties may embed a portion of our Services in their checkout flow, so that you can make NFT purchases using our technology. You agree that we are not responsible for the manner in which our technology is embedded or used by these third parties, and even though they use a portion of our Services, you hereby hold us harmless from and against any and all claims or losses arising from such use.
Paper, in its sole discretion, may suspend, disable or terminate your access to or use of the Services (or any part of the foregoing, including the Paper Wallet or NFT Checkout Service), without notice and for any reason, including, without limitation, if we receive a subpoena, court order or other binding order from a government authority requiring us to do so or if we believe you have violated the terms of this User Agreement, in letter or in spirit. Paper may also, in its sole discretion, discontinue providing the Services, or any part thereof, with or without notice. All provisions of this Agreement which, according to their terms or their nature, should survive termination, including, without limitation, provisions with respect to limitation or liability and disclaimer of warranties, shall survive. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
We reserve the right to withdraw, modify, alter, update or amend the Services (including any aspect, feature, functionality or other element thereof) in our sole discretion without notice. Additionally, the Services may, as applicable, be delayed, restricted, forfeited, or ultimately unavailable due to certain laws and regulations governing our Services as well as certain circumstances and conditions associated with your use of the Services. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to Users.
The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”).
All User Contributions must comply with the Content Standards set out in this User Agreement.
Any User Contribution you post to the Services will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with this User Agreement.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.
We have the right to:
Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the User Agreement, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company or its affiliates.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this User Agreement.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
If you believe that any User Contributions violate your copyright, please see our Copyright Policy below for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
The Services may include or make available content, data, information, applications or materials provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content, accuracy, completeness, availability, timeliness, validity, legality, quality or any other aspect of such materials provided by any third parties.
You acknowledge and agree that third parties, including NFT Platforms, may embed a portion of our Services in their checkout flow, so that you can complete transactions using our technology. You agree that we are not responsible for the manner in which our technology is embedded or used by these third parties, and even though they use a portion of our Services, you hereby hold us harmless from and against any and all claims or losses arising from such use.
Since we respect artist and content owner rights, it is the Company’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify the Company’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and where it is located on the Service;
Information reasonably sufficient to permit the Company to contact you, such as your address, telephone number, and, e-mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Address: 44 Montgomery Street, Floor 3, San Francisco, CA 94104
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
We will endeavor to respond expeditiously to any such valid notices to remove such infringing content from the Services, provided that we may not be able to remove content or data associated with an NFT or other digital asset that has been exported into a non-custodial wallet to which we have no further ability to control (although in such instance, we will use good faith efforts to prevent such infringing content from being displayed within our Services). Please note that this procedure is exclusively for notifying the Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with the Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. the Company may also at its sole discretion limit access to the Service and/or terminate the User accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You agree to defend, indemnify, and hold harmless the Company Entities (as defined below) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of the terms of this User Agreement; (b) your use of the Services, including, but not limited to, your User Contributions, (c) any use of any content, services, and products other than as expressly authorized in this User Agreement, and (d) your negligence or willful misconduct, (e) your violation of any rights of any third party. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.
USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE,’ WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, THE COMPANY, ITS PARENTS, ITS SUBSIDIARIES, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (collectively, the “Company Entities”) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
FURTHER, THE COMPANY ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 17 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT, IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE OR (B) ANY AMOUNTS IN EXCESS OF THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
18.2 You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
18.3 After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this User Agreement). Because your contract with the Company, this User Agreement, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under this User Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to this User Agreement, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under this User Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to this User Agreement, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
18.4 Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:
18.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your 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 JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
18.6 Opt-Out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in this User Agreement by sending written notice of your decision to opt-out to firstname.lastname@example.org. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to this User Agreement, otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with this User Agreement. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
18.7 WAIVER OF RIGHT TO BRING CLASS ACTIONS AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
No waiver by the Company of any term or condition set out in this User Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this User Agreement shall not constitute a waiver of such right or provision. If any provision of this User Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the User Agreement will continue in full force and effect. This User Agreement constitutes the sole and entire agreement between you and Caves Inc. regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. We may assign our rights and obligations under this User Agreement. This User Agreement will inure to the benefit of our successors, assigns and licensees. This User Agreement is governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 18, or if arbitration does not apply, then the state and federal courts located in Los Angeles County, California.
You agree that a breach of this User Agreement will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
You may contact us regarding the Services or this User Agreement by email at email@example.com.