Terms of Service

Last Updated: January 17, 2022

Keepr, Co Inc. (“Keepr,” “we,” “us,” “our”) is a Delaware Corporation and our registered office is located at 16192 Coastal Highway, Lewes, DE 19958, United States.

PLEASE READ THESE WEBSITE & APPLICATION TERMS OF SERVICE AND ALL OTHER AGREEMENTS REFERENCED HEREIN CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS IN CONNECTION WITH YOUR ACCESS AND USE OF THE WEBSITE AND THE PRODUCTS AND SERVICES OFFERED ON KEEPR.

PLEASE READ THESE TOS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT ALL CLAIMS, DISPUTES, OR OTHER CONFLICTS (“DISPUTES”) YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION; AND FURTHER: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS; AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.  FOR FURTHER INFORMATION, INCLUDING INFORMATION REGARDING YOUR RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE DISPUTES, SEE “DISPUTE RESOLUTION” BELOW.

BY USING THE APP OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS.

General

These Terms of Service (“TOS”) create a binding agreement that governs your access to, and use of Keepr, and any content, tools, features, and functionality offered through Keepr (collectively, the “Services”).  In addition, our Privacy Policy, Cookies Policy and all additional terms, guidelines, and rules set forth on Keepr are hereby incorporated by reference into these TOS and expressly agreed to and acknowledged by you.  

We provide the Services to you (“you”) and other users of the Services (together with you, “Users”) through a website located at Keepr.gg or a mobile application (“App”), subject to these TOS, as amended from time to time.  By signing up for an account (“Account”) on Keepr or otherwise using or accessing Keepr, you acknowledge that you have read and agreed to these TOS.  

Keepr is a website and App that enables the purchase and collection of blockchain-tracked, non-fungible tokens (“NFTs”) that you will own upon purchase, provided you comply with these TOS.  As used in the TOS, “Own” (and any variations thereof, including “Owns,” “Owned,” “Owner,” or “Ownership”) means, that a person has rightfully and lawfully purchased or acquired the NFT comprised of the NFT metadata, and associated digital media, which may include, as applicable, artwork, graphics, images, designs, logos, drawings, photographs, text, taglines, or video or audio recordings, or any image, name or likeness of any individual (the “NFT Media”) (together, the NFT metadata and NFT Media comprise the “Collectible”), from a legitimate source in accordance with these TOS, where proof of purchase or acquisition is recorded on the applicable blockchain and ownership of the Collectible can be proven.

For clarity, all right, title, and interest in the NFT Media (including all copyrights, trademark rights, and all other intellectual property rights) are owned or licensed by a third party and sold through Keepr. These TOS set forth the terms of any licenses or sublicenses to such NFT Media granted to purchasers of Collectibles in the Intellectual Property section below, but ownership of the underlying intellectual property remains with Keepr or the third party licensors.  

The Collectibles will be generated through custom smart contracts and recorded on the Flow blockchain, (“Flow”). 

We reserve the right, in our sole discretion, to change or modify portions of these TOS at any time.  If we do this, we will post the changes on this page and indicate at the top of this page the date these terms were last revised.  We will also notify you, either on Keepr, in your Account, in an email notification, or through other reasonable means.  Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that those changes addressing new functions of the Services will be effective immediately.  Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new TOS.

We reserve the right to modify, update, or discontinue the Services at our sole discretion, at any time, for any or no reason, and without notice or liability.

In some countries, and for certain people or entities, there may be restrictions on the distribution of NFTs under applicable export control and sanctions laws and regulations, or restrictions on the use of the Services, and therefore the use of the Services may be limited or restricted.  See Additional Provisions below for details.

Keepr

Keepr is intended to be an immersive environment for Users of the Collectibles to engage with, and discover, a wide variety of unique content and events relating to licensed properties.

Smart-Contract Enabled. The Collectibles are created through the use of metadata deployed on the blockchain (“Smart Contracts”). The blockchain provides a tamper-resistant ledger of all transactions that occur on that network.  The Collectibles are subject to many risks and uncertainties, certain of which are described in more detail in these TOS.  

Keepr Account Eligibility

Your Registration Obligations. Anyone can browse Keepr without registering for an Account.  Certain features and forms of participation on Keepr may be on an invite-only basis.  You may be required to register with us to access and use certain features on the Services, including the ability to receive a Collectible.  If you choose to register on Keepr, you agree to provide and maintain true, accurate, current, and complete information about yourself, as prompted by the registration form(s).  Registration data and certain other information about you are governed by our Privacy Policy. You are responsible for anything that occurs when anyone is signed into your Account, as well as the security of the Account and compliance with all Export Control and Sanctions Laws in connection with the Account. You must be at least 18 years old to access Keepr.  If you are between 13 and 18 years old, your parent or legal guardian must create an Account on Keepr and use the Services on your behalf. If you are a parent or guardian agreeing to Keepr Terms for the benefit of a child over 13, then you agree to, and accept full responsibility for your use of the Services at the direction of the child, including all financial charges and legal liability. For avoidance of doubt, individuals under 13 years of age may not use the Services. 

Keepr Account, Password, and Security. We may use third-party providers to secure logins to access the Services. To most easily use the App, you should first install a web browser (such as the Google, Safari, or Firefox) to setup an account.  You will also need to use the Dapper® electronic wallet or another supported electronic wallet, which will enable you to purchase and store collectibles that you collect or purchase via the App.  Each collectible is a Non-Fungible Token (an “NFT”) on the Flow™ blockchain network (the “Flow Network”).  During your account setup, you must provide accurate and complete registration information about yourself, and to maintain and promptly update your account information as necessary. By creating this account, you agree to the Terms of Services. We reserve the right to reclaim usernames without liability to you. You are responsible for the security of your account for the App and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at support@keepr.gg. You can use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that we may elect to accept from time to time. Transactions that take place on the App are managed and confirmed via the Flow Network.  You understand that your Flow Network public address will be made publicly visible whenever you engage in a transaction on the App.

Purchasing Collectible. All purchases will be processed through Dapper. To purchase Collectibles you may pay via credit or debit card, or through any other method as indicated on the Dapper website. You acknowledge and agree that all payment information you provide with regards to a purchase of Collectibles is accurate, current, and complete. When you purchase a Collectible, you agree to pay the price for such Collectible as set forth in the applicable listing for the Collectible, and all processing fees, network fees (including gas fees) and handling charges and all applicable taxes in connection with your purchase.  All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.  In certain cases, your transaction may not be successful due to an error with the blockchain.  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.

Dapper accepts multiple payment methods, including both credit card and cryptocurrency options. You can use these payment methods directly, or you can use them to purchase Dapper Balance. Your Dapper Balance is a credit system specific to Flow that is best used to catch the hottest deals on any Marketplace associated with Dapper Labs. 

You can purchase with both credit and debit cards (Visa, Mastercard). This is the best option to score packs quickly during the checkout process.  

Cryptocurrencies can be used with your preferred digital wallet in Bitcoin (BTC), Ether (ETH), Bitcoin Cash (BCH), DAI, and USDC. Please note, these are the Ethereum versions of both USDC and DAI. We do not support any other USDC or DAI token variations. Collectors will soon be able to use FLOW to make purchases across all Dapper Services!

US bank account owners with accounts at a major US bank can link their accounts to Dapper to make deposits for Dapper Balance or withdrawals if they have completed their Identity Check. This option cannot be used to purchase packs or Moments at this time. For more details on how to link your bank account, read our step-by-step article on How to Connect Your Bank Account to Dapper.

Unless purchased as part of a Pack (as defined and described below), the Services will provide you with the opportunity to purchase one or more Collectibles, and you will control the volume of Collectibles you purchase, subject to (a) supply of Collectibles and market demand and (b) transaction limits established by us (as described above).

Packs. With respect to your purchase of Collectibles through the Services, Keepr may offer, from time to time, purchase options that vary between single Collectibles available for purchase and packs of Collectibles available to purchase as a bundle (each, a “Pack”).  At any given time, there may be different types of Packs available for purchase via the Services, and we reserve the right to modify the types, prices and numbers of Packs available at our discretion. Depending on the type of Pack you buy, you may purchase Collectibles of varying levels of scarcity.  Before you buy a Pack, depending on the type of Collectibles, Keepr may, but is not obligated to, make available to you information regarding the types of Collectibles (but not the exact Collectibles, rarity or traits) that are contained in that Pack as well as the total available number of each trait, where applicable. 

Keepr Marketplace. Keepr offers a marketplace feature via the Services whereby you may purchase Collectibles from Keepr or other holders of such Collectibles and sell Collectibles you have purchased to other Users (the “Keepr Marketplace”). If we offer a Keepr Marketplace, it will rely on Keepr’s proprietary database to verify that each NFT listed on Keepr Marketplace is Owned by the holder listing the applicable Collectible on Keepr Marketplace. Unlike a Pack purchase, if you purchase a Collectible through Keepr Marketplace, you will know exactly which Collectible you are purchasing. You acknowledge and agree that Keepr and/or its partners shall be entitled to receive in the aggregate, up to 45 percent (45%) of the gross amounts paid by the transferee (and each subsequent transferee) for the Collectible (the “Transfer Royalty”), in perpetuity, as provided in these TOS, and you shall comply with all applicable transfer procedures in place and otherwise fully cooperate with Keepr to ensure that Keepr receives the Transfer Royalty (including through direct remittance, if applicable).  For clarity, the Transfer Royalty shall apply to all transactions on Keepr Marketplace. Keepr Marketplace would facilitate transactions between buyers and sellers of Collectibles, but we are not a party to any agreement between buyers and sellers of Collectibles and all transactions are effectuated on a public blockchain.  We are not a broker, financial institution, or creditor.  We reserve the right to be the final decision maker on any disputes arising from purchases via the Services, including in connection with any auctions or other purchase methods.

Third-Party Marketplaces. The Collectibles may be available for purchase on marketplaces other than Keepr Marketplace but not offered at this time.  From time to time (each, a “Third-Party Marketplace”). If you decide to purchase Collectibles in any way other than through the Services (whether via a Pack or otherwise) or from Keepr Marketplace, you understand that such purchases will be entirely at your sole risk.  For clarity, a Third-Party Marketplace is not part of the Services.  Your use of any Third-Party Marketplace is subject to that site’s terms of use or terms of service, as applicable, and you must comply with applicable third-party terms of use or terms of service when completing your purchase and for any subsequent engagement with the Collectible through the Third-Party Marketplace.  In no event is Keepr responsible for anything related to or pertaining to the Third-Party Marketplace.  ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THIS APP (AS DEFINED BELOW) OF A MOMENT (AS DEFINED BELOW) WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF MOMENTS OUTSIDE OF THIS APP. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN MOMENTS OUTSIDE OF THIS APP.

Auction Terms. In addition to sale at a set price, Collectibles may be sold via the Services as part of an auction. We may offer different types of auctions, such as English auctions, Dutch auctions, bonding curve auctions, etc. It is your responsibility to review and understand how each auction works before participating. As soon as you place and confirm your bid amount, you agree that you may not be able to amend, retract or revoke your bid. If you place the winning bid, you will have 24 hours from the end of the auction to pay or you may lose the Collectible to the next highest bidder. We are not responsible for any errors made in your bidding. We reserve the right to be the final decision maker on any disputes arising from any auctions.

Refunds. Unless otherwise required by law or permitted by these TOS, Collectibles are not refundable and Keepr will not redeem Collectibles for cash.

Maintenance, Storage, and Transfer of Collectibles. All Collectibles purchased by you will be maintained in custodial wallets and embed in the Services (each, a “Dapper Wallet”) and NFT Media stored on IPFS. Although we hold your NFTs in a Wallet on Flow, you acknowledge that you do not have any rights in other digital assets that may be added to our wallet by third parties, including through airdrops. 

We will endeavor to maintain the link associating the NFT Media with the NFT metadata.  In the event there is link rot which impacts the association of NFT Media with the NFT metadata, we will explore options at that time to determine what solution, if any, is reasonably practicable to either correct the problem or remint the Collectibles.  In any event, Keepr is not responsible and will have no liability for such link rot, and any solutions proposed or attempted are solely efforts of good will and in no way obligatory.

We will make reasonable efforts to store NFT Media related to Collectibles purchased by you for a period of at least ten (10) years from and after the launch of Keepr. With decentralized storage of NFT Media and other digital media developing over time, Keepr will use reasonable efforts to explore storage options beyond such initial ten (10) year period, and these TOS may be updated from time to time to account for any such changes. 

External Transfers. If possible in the future, we may enable you to transfer your Collectibles to compatible wallets outside Flow (“External Transfers”), but we expressly make no commitment to provide External Transfer capability.  Such External Transfers may be facilitated by one or more smart contract that Keepr may develop, some or all of which Keepr 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 is initiated at your direction.  We accept no liability or responsibility for any External Transfer or other similar transaction, including for any loss, data corruption, or other negative impact that may occur to your Collectible(s) or wallets or other assets when attempting to transfer assets between wallets.

Fees and Transfer Royalties. We do not currently charge fees for creating an Account but we reserve the right to do so in the future. Transfer Royalties are based on a sliding scale as indicated above.  You also understand and agree that the Transfer Royalty will apply to all Keepr Transfers and External Transfers (collectively, “Transfers”). You further agree that Keepr is not responsible for any transaction between you and a third party (e.g., your Transfer of a Collectible, if Transfers are enabled), and Keepr shall have no liability in connection with any such transaction.

Gas Fees.    Every transaction on the Flow Network requires the payment of a transaction fee (each, a “Gas Fee”). The Gas Fees fund the network of computers that run the decentralized Flow Network. This means that you will need to pay a Gas Fee for each transaction that you instigate via the App. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate via the App.

Taxes. You will be soley responsible for payment of any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority (“Taxes”) and associated with your use of the Services (including any Taxes that may become payable as the result of your Ownership, or Transfer of any Collectibles), except that, if you live in one of the following countries or territories, you will not be responsible for any sales tax incurred in connection with your purchase of Collectibles via the Services: Brazil, Canada, France, Germany, Hong Kong, Japan, Mexico, South Korea, Spain, the United Kingdom, and United States (the “Covered Territories”); provided that you will remain responsible for any and all sales taxes payable in connection with secondary transactions on the Marketplace or otherwise.

Additional Rewards. Purchasing a Collectible via the Services may entitle you to one or more additional rewards offered by Keepr on a periodic basis, which may include, by way of example only, priority access to future NFT drops, access to social media channel conversations, and early access to Keepr offerings (“Additional Rewards”).  Your rights of access to additional rewards depend on the type of NFT and may be limited to the time during which you are a valid holder of a Collectible.  It is your responsibility to read the details of each purchase to understand the limits to the utility connected to the NFT. You hereby acknowledge the following with respect to Additional Rewards:

• Keepr will use good faith efforts to make available such Additional Rewards to purchasers of Collectibles which are promoted in connection with the Collectibles as part of an overall provisional roadmap of Additional Rewards offered by Keepr, but Keepr does not guarantee that such Additional Rewards will be available;
• Your purchase of any Collectible shall be for your personal, noncommercial use and entertainment purposes only and associated with the applicable Collectible and shall not be contingent or based in primary part on the existence of Additional Rewards, even if promoted in connection with the Collectibles;
• To the extent any Additional Rewards are offered, all such Additional Rewards shall be conditional on your compliance with these TOS;
• Keepr shall control all aspects of the Additional Rewards, including, without limitation, the duration of any access offered and security protocols for both online access and in-person events (including COVID-19 protocols);
• To the extent the Additional Rewards offer any in-person events, you shall be solely responsible for any costs associated with parking, lodging, travel and other expenses; and
• You shall be the individual entitled to participate in any Additional Rewards, and Additional Rewards may not be transferred from you to a third party for such third party’s use without the prior written consent of Keepr. 
• If there is a physical element and a mailing address is required, it is the sole obligation for the user to give Keepr accurate information; any missing or lost items in transit is not the obligation of Keepr whatsoever.
• All Additional Rewards offered are at the sole discretion of Keepr, and can be activated, modified, or removed at any time by Keepr without advance notification.  The liability of Keepr or any of Keepr’s partners regarding promotional opportunities, sweepstakes and contests shall be limited to the remedies provided in the TOS.  Any such promotional opportunities, sweepstakes and contests shall be subject in all respects to any additional rules and/or terms and conditions of entry.

Availability of and Modifications to the Services. Although we will attempt to provide continuous availability of the Services, we do not guarantee that the Services will always be available or be accessible at any particular time. We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.  You agree that Keepr will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

Assumption of Risk. The purchase of Collectibles comes with a number of risks of which we strongly recommend you make yourself aware. You acknowledge and agree that: such risks include, without limitation,

(a) The risk associated with Internet-native assets such as the Collectibles, including, but not limited to, the risk of loss of your Collectibles as a result of faulty hardware, software, and Internet connections and/or failures of Third-Party Materials; the risk of the introduction of malicious software; the risk that third parties may obtain unauthorized access to information stored within the custodial wallet holding your Collectibles; the risk of mining or blockchain attacks, risk of hacking, and security weaknesses; and the risk of loss of your Collectibles due to loss of private key(s), or any other custodial error, or purchaser User error. Keepr will not be responsible for any of these risks, however caused;

(b) Except as expressly set forth herein, Keepr makes no promises or guarantees about the availability of any Collectibles on the Internet or the availability of any Additional Rewards;

(c) Upgrades to the Services or Flow, a failure or cessation of Flow, or a change in how transactions are confirmed on Flow all may have unintended, adverse effects on the Collectibles;

(d) The prices of collectible blockchain assets are extremely volatile and subjective, and collectible blockchain assets have no inherent or intrinsic value. Each Collectible has no inherent or intrinsic value. The Collectibles are made available solely for collection and entertainment purposes and you acknowledge and agree that you are collecting, trading, or purchasing Collectibles for purposes of acquiring digital collectibles for your personal use and enjoyment, and not for any investment or speculative purposes. Any economic benefit that may be derived from appreciation in the value of a Collectible is incidental to obtaining it for its collectible purpose.  You agree that the Collectibles are not to be used as a substitute for currency or medium of exchange, resale, or redistribution and that you are not acquiring any equity or other ownership or revenue sharing interest in us as a result of your acquisition of Collectibles;

(e) Keepr does not make any promises or guarantees related to any Third-Party Materials, or any other third parties you interact with, including but not limited to the continued availability of either, or the protection or storage of any data you provide to those parties; 

(f) We will not be liable or responsible to you for any failure in the intended function of any smart contracts underlying any Collectibles, 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.  You acknowledge and agree that you have obtained sufficient information to make an informed decision to purchase a Collectible, including carefully reviewing the code of the smart contract and the NFT, and fully understand and accept the functions of the same.  Further, we will not be liable for any failure or removal of the storage system used to store any NFT Media that is linked to or associated with Collectibles, for any failures in the links to the NFT Media, or for any failures in the underlying blockchain on which Collectibles’ ownership may be recorded;

(g) Keepr has the right to burn NFT in order for you to receive, unlock, or create a reward or prize. You understand, agree, and acknowledge that: (a) your use of such features are at your sole discretion; (b) you are solely responsible for selecting and verifying the NFTs from your Collection that will be burned; (c) you are burning Moments in order to obtain a Prize or Reward; (d) NFTs burned will cease to exist in the ecosystem and this action cannot be reversed; and (e) you will no longer own the NFT or retain licensed rights to burned NFTs.

 

(h) Any purchase or sale you make, accept, or facilitate outside of the Services of any Collectible(s) will be entirely at your risk.  We do not authorize, control, or endorse purchases or sales of Collectibles outside of the Services.  We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in any Collectibles outside of the Services; and

(i) The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of your Collectible(s). There also exists the risks of new taxation of the purchase, sale, or appreciation in value of Collectibles.

In addition to assuming all the above risks, you acknowledge that Keepr cannot and do not represent or warrant that any Collectible, or its supporting systems or technology, is reliable, up-to-date, or error-free, meets your requirements; or that defects in any Collectible, or its supporting systems or technology, will or can be corrected.  Keepr cannot and do not represent or warrant that any Collectible or the delivery mechanism for it are free of viruses or other harmful components.  You accept and acknowledge that Keepr will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience related to any Collectible. Keepr cannot guarantee that any Collectibles purchased by you will retain their original value at the time of purchase, as the value of each Collectible is inherently subjective. Lastly, you acknowledge that these brief statements do not disclose all of the risks associated with the Collectibles.

Beta Features. Certain features of the Services may be offered while still in test or “beta” form (“Beta Features”).  We will utilize best efforts to identify the Beta Features by labeling them as such on the Services.  By accepting these TOS or using the Beta Features, you understand and acknowledge that the Beta Features are being provided as a “Beta” version and made available on an “As -Is” or “As-Available” basis.  The Beta Features may contain bugs, errors, and other technological issues. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA FEATURES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA YOU SUFFER.  In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Features.

Restrictions on Your Use of the Services. When using the Services, you may not:

(a) engage in any conversation or otherwise upload, submit or post any content that (i) infringes, violates, misappropriates or dilutes any intellectual property or other proprietary rights of any person; (ii) you do not have a right to upload, submit or post under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities, and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically, or otherwise objectionable; or (vii) in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Keepr, or other Users to any harm or liability of any type;

(b) Modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or any content found on Keepr, in whole or in part;

(c) Duplicate, decompile, reverse engineer, reverse assemble, decode, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Services (including any underlying idea or algorithm), or attempt to do any of the same;

(d) Use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;

(e) Use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services or facilitate automated transactions on the Services;

(f) interfere with or disrupt the Services or servers or networks connected to Keepr, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;

(g) violate any applicable local, state, national, or international law, or any regulations having the force of law; including, but not limited to regulations promulgated by the U.S. Department of Treasury’s Office of Foreign Assets Control; or engage in any activity involving the proceeds of any unlawful activity;

(h) Impersonate any other person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(i) Solicit personal information from anyone under the age of 18 either on Keepr or any of Keepr’s social media platforms including but not limited to Discord, Instagram, Twitter, Snap, Telegram, What’s App, or any other like platforms facilitating social engagement;

(j) Harvest or collect email addresses or other contact information of other Users on Keepr by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(k) Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

(l) Further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;

(m) Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;

(n) Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or the content posted on the Services, to collect information about its Users for any unauthorized purpose;

(o) Engage in or use any data mining, robots, scraping or similar data gathering or extraction methods;

(p) Implement any measures to circumvent blocking in the event we block you from accessing the Services (including by blocking your IP address), e.g., by masking your IP address or using a proxy IP address;

(q) Create User Accounts by automated means or under false or fraudulent pretenses; or

(r) Access or use the Services for the purpose of creating a product or service that is competitive with any of Keepr’s products or services.

Intellectual Property 

Your Rights. You may purchase or receive a Collectible with its associated NFT Media (provided that such purchase complies with these TOS), but you do not and will not receive any right, title, or interest in copyrights, trademarks, or other intellectual property rights pertaining to the NFT metadata, or NFT Media associated with such Collectible.   Upon the purchase or receipt of one or more Collectibles in accordance with these TOS, you obtain a limited, worldwide, non-assignable, non-sublicensable, royalty-free sublicense solely for (a) the personal and non-commercial use and display of the NFT Media associated with NFTs legally Owned and properly obtained by you; (b) the right to engage with authorized events and opportunities on Keepr; and (c) the right to Transfer the Collectible.  If you Transfer your Collectible for any reason, any and all licenses, sublicenses and other rights granted to you under these TOS automatically and immediately terminate and such sublicense and rights shall transfer to the new owner of the Collectible, and you will have no further rights in the Collectible that has been transferred; provided that, for the avoidance of doubt, you shall still be able to use and access the Services following a Transfer of all of your Collectibles if you are otherwise in compliance with these TOS.

You agree that, with respect to any Collectible you purchased and properly obtained in accordance with these TOS, you may not, nor permit any third party to do or attempt to do, any of the foregoing: (a) modify, distort, mutilate, or perform any other modification to the related NFT Media; (b) use the related NFT Media to advertise, market, or sell any third-party product or service; (c) use the related NFT Media in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) incorporate the related NFT Media in movies, videos, video games, or any other forms of media for a commercial purpose; (e) sell, license, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of representations of the related NFT Media; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the related NFT Media; or (g) attempt to mint, tokenize, or create an additional cryptographic token representing or associated with the related NFT Media, whether on or off of Flow. 

You irrevocably release, acquit, and forever discharge Keepr and their respective subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for your use in accordance with these TOS of any NFT Media.

Keepr Content, Software, and Trademarks. You acknowledge and agree that the Services contain content or features that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws.  Any use of the Services or content on Keepr by you other than as specifically authorized herein is strictly prohibited.  The technology and software that comprise the Services and distributed in connection therewith (the “Software”) are the property of Keepr and/or its affiliates, and partners.  Any rights not expressly granted herein are reserved by Keepr as applicable.

The Keepr name, brands and logos which appear on the Service, are trademarks and service marks of Keepr (collectively the “Keepr Trademarks”).  All other service names and logos used and displayed on the Service, may be trademarks or service marks of other companies.  Nothing in these TOS or the Services should be construed as granting, by implication, estoppel, or otherwise, any license, sublicense or right to use any of Keepr Trademarks or other intellectual property displayed on the Services without prior written permission from the appropriate owners.  All goodwill generated from the use of Keepr Trademarks will inure to the exclusive benefit of Keepr.

Third-Party Materials. Under no circumstances will Keepr be liable in any way for any Third-Party Materials; including, but not limited to any errors or omissions therein, any loss or damage of any kind you or any third party incurs as a result of the use of any Third-Party Materials, or any damages that you may suffer as a result of your activity on Keepr or your Account using any Third-Party Materials or any other interaction with such Third-Party Materials.  You acknowledge that we do not pre-screen or evaluate the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of Third-Party Materials or websites, but that we and our designees will have the right (but not the obligation) in our sole discretion to refuse or remove any Third-Party Materials available via the Services.  Without limiting the foregoing, we and our designees will have the right to remove any Third-Party Materials that violates these TOS, is deemed by us, in our sole discretion to be otherwise objectionable, or for any other reason whatsoever.  Such removal may be without explanation or notice to You.

Third-Party Websites. The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet, which may include Third-Party Marketplaces (“Third-Party Websites”).  Keepr have no control over such Third-Party Websites and are not responsible for and do not endorse such sites and resources.  You further acknowledge and agree that Keepr will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with use of or reliance on any content, events, goods, or services available on or through any Third-Party Website.  Any dealings you have with third parties you encounter while using the Services or any Third-Party Website are between you and the third party, and you agree that Keepr are not liable for any loss or claim that you may have against any such third party. In addition, the way Third-Party Websites use, store, and disclose your information is governed solely by the privacy policies of such third parties, and Keepr shall have no liability or responsibility for the privacy practices or other actions of any Third-Party Website with whom you interact while using the Services.

Copyright Complaints. We respect the intellectual property of others, and we ask that you do the same.  If you believe that any Content has copied, used, or displayed in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.

We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, 17 USC sec. 512 (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement.  A notification of claimed copyright infringement should be emailed to the Keepr Copyright Agent as set forth below (subject line: “DMCA Takedown Request”):

Keepr, Co

135 E Olive Ave, Suite 381

Burbank, CA 91502

Copyright Contact: Lucas Folleta

Email: legal@keepr.gg

To be effective, the notification must be in writing and contain the following information:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) A description of where the material that you claim is infringing is located on Keepr, with enough detail that we may find it on Keepr;

(d) Your address, telephone number, and email address;

(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice. If you believe your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your Content, you may send a written counter-notice containing the following information to the Keepr Copyright Agent:

(a) Your physical or electronic signature;

(b) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

(c) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

(d) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Delaware Federal Court District, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Keepr Copyright Agent, Keepr will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days.  Unless the copyright owner files an action seeking a court order against the content provider, member, or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

PLEASE NOTE THAT Keepr INTEND TO COMPLY WITH ALL PROVISIONS OF THE DIGITAL MILLENNIUM COPYRIGHT ACT, BUT WILL NOT UNILATERALLY TAKE RESPONSIBILITY FOR POLICING AND REMOVING MATERIAL THOUGHT TO BE INFRINGING.

Repeat Infringer Policy. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers.  We may also at our sole discretion limit access to the Services and/or terminate the memberships of any User who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

Our Privacy Policy

Privacy Matters. Our Privacy Policy is a part of these TOS.   Please review the Privacy Policy that also governs Keepr and informs you of our data collection practices.  By using Keepr, you consent to our collection and use of personal data as outlined herein.  We will only use your personal information as set out in our Privacy Policy. 

Social Networking Services. You may log in to the Services via various online third-party services, such as social media and social networking services like Google, Apple, or Twitter (“Social Networking Services”). When you log into the Services through and allow direct integration of these Social Networking Services with the Services, we can personalize your experience on Keepr.  To take advantage of these features and capabilities, we may ask you to authenticate, register for, or log in to the Social Networking Services on the websites of their respective providers.  As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services; and we will use, store, and disclose such information in accordance with our Privacy Policy.  For more information about the implications of integrating these Social Networking Services with the Services, and our use, storage, and disclosure of information related to you and your use of the Services (including your friend lists and the like), please see our Privacy Policy.  However, please remember that the way Social Networking Services use, store, and disclose your information is governed solely by the privacy policies of such third parties, and Keepr shall have no liability or responsibility for the privacy practices or other actions of any Social Networking Service that you enable within the Services.

In addition, Keepr are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with Social Networking Services.  As such, Keepr are not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services.  We enable these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

Other Legal Terms

Indemnity and Release. You agree to release, indemnify, and hold Keepr and each of their respective parents, subsidiaries and affiliates and their respective officers, employees, directors, vendors, partners and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to (a) your use of the Services, (b) your violation of these TOS, or (c) your violation of any rights of another  or violation of any applicable law or regulation.  If you are a California resident, you expressly waive California Civil Code Section 1542, which says: 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”  

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine to the fullest extent permitted by law in that jurisdiction. This indemnity and release obligation survives the termination or expiration of these TOS.

Disclaimer of Warranties. The Services and activity on Keepr, including but not limited to purchase, receipt or transfer of Collectibles, as well as secondary market sales (including on the Marketplace), listings, offers, bids, acceptances, Beta Features, Merge and Burn Features, and other operations with respect to NFTs, if applicable in the future, utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus mechanisms, and decentralized or peer-to-peer networks and systems.  You acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of Flow (i.e., "forks"), which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of your Collectibles, or, in the future, if activated, lost opportunities to buy or sell Collectibles.   YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS.  Keepr EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Keepr MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, THIRD-PARTY MATERIALS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. THESE DISCLAIMERS SHALL EACH SURVIVE TERMINATION OR EXPIRATION OF THESE TOS.

Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Keepr WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS; INCLUDING BUT NOT LIMITED TO LOSS IN VALUE OF ANY COLLECTIBLE, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM THE LOSS OF ANY COLLECTIBLE, GOODS, DATA, THIRD-PARTY MATERIALS, OR INFORMATION, PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (C) ANY LOSS IN VALUE OF ANY COLLECTIBLE OR INABILITY TO TRANSFER ANY COLLECTIBLE; (D) UNAUTHORIZED ACCESS TO, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON Keepr; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES.  IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID US IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU.  IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TOS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE TOS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. 

THIS LIMITATION OF LIABILITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TOS.

 Termination Rights. Your Account, your access to and use of the Services (or any part thereof), your Ownership of any NFT and rights, licenses and sublicense to the NFT Media associated therewith, any Additional Rewards offered to you, and any other licenses or sublicenses contained herein (collectively, your “Keepr Rights”) each shall automatically and immediately terminate if you breach any of the terms of these TOS. You agree that we, in our sole discretion, may suspend, discontinue, or terminate your Keepr Rights (or any part thereof), and/or remove and discard any content within the Services, for any reason; including, without limitation for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these TOS.  Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your Keepr Rights (or any part thereof) may be referred to appropriate law enforcement authorities, and we have full rights to cooperate with government authorities and law enforcement, including by disclosing your identity or other information provided in connection with your use of the Services.  You agree that any termination of your Keepr Rights (or any part thereof) under any provision of these TOS may be effected without prior notice and acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or any of your Keepr Rights (or any part thereof).  Further, you agree that we will not be liable to you or any third party for any termination of your access to such files, Collectibles or the Services (or any part thereof) for any reason. Regardless of termination, both you and Keepr continue to be bound by the Sections under the heading “Dispute Resolution” below. Upon any termination of these TOS, you may no longer have access to information in your account, and you acknowledge that we have no obligation to maintain any such information in our databases, and you shall immediately cease and desist all activities and Keepr Rights granted to you under these TOS. Any provisions in these TOS which, by their nature, would be intended to survive termination or expiration of these TOS, shall survive the termination or expiration of these TOS, including, without limitation, those provisions which expressly survive such termination or expiration. 

Certain Restrictions. We are making the Services available in the Covered Territories and reserve the right to change the list of Covered Territories at any time in our discretion. We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”); including, without limitation: (a) a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, Russia, and the regions Crimea, the Donetsk People’s Republic and the Luhansk People’s Republic) and (b) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or other sanctions lists.  Due to the dynamic nature of regulatory requirements and interpretations of the cryptocurrency market, we reserve the right to update the list of prohibited jurisdictions and reject applications to open accounts that we determine we would be unable to accept for regulatory or policy reasons in our sole and absolute discretion. You will not be permitted to receive a Collectible from us if we learn that such action would be in breach of Export Control and Sanctions Laws.

Dispute Resolution

Please read the following arbitration agreement (“Arbitration Agreement”) carefully.  It requires you to arbitrate Disputes with Keepr and limits the manner in which you can seek relief therefrom. The Arbitration Agreement survives termination or expiration of these TOS.

Pre-Arbitration Dispute Resolution. We are always interested in resolving Disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer support at support@keepr.gg. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (a “Notice”).  The Notice to us should be sent to Keepr, Co Inc., 150 E. Olive Ave, #381 Burbank, CA 91502 (the “Notice Address”).  The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought.  If we and you do not resolve the Dispute within sixty (60) calendar days after the Notice is received by us, you or we may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.

Agreement to Arbitrate. After the pre-arbitration dispute resolution process, you agree that any and all remaining Disputes that have arisen or may arise between you and us, whether arising out of or relating to these TOS (including any alleged breach thereof), the Services, any advertising of Keepr or the Collectibles, any aspect of the relationship or transactions between us, and any threshold questions of arbitrability of the Dispute, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that (a) you may assert individual claims in small claims court within the scope of its jurisdiction, if your claims qualify and (b) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into these TOS, you and we are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Arbitration Procedures. You agree that any Dispute will be settled by final and binding arbitration, using arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”), as amended by the terms of these Website Terms.  The Supplementary Procedures are available online at www.adr.org.  To the extent that the arbitrator deems reasonable, the arbitrator may conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances.  Any in-person appearances requested by the arbitrator shall be held in Los Angeles County in the State of California.  The arbitrator’s decision shall be based upon the substantive laws of the State of California without regard to its principles of conflicts of law.  Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves confidentiality.  The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding.  The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof.  The foregoing shall not preclude Company from seeking any injunctive relief in U.S. state or federal courts for protection of its intellectual property rights (including the rights of its licensors), and you agree to exclusive jurisdiction by the federal and state courts located in Los Angeles County in the State of California, and waive any jurisdictional, venue or inconvenient forum objections to such courts. 

ARBITRATION OPT-OUT: YOU MAY OPT OUT OF RESOLVING DISPUTES BY ARBITRATION BY EMAILING US AT SUPPORT@KEEPR.GG WITHIN 30 DAYS OF FIRST ACCEPTING THE THESE TOS, AND TELLING US YOU WOULD LIKE TO OPT OUT OF MANDATORY ARBITRATION, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THESE TOS. YOU MUST INCLUDE YOUR FIRST AND LAST NAME, YOUR MAILING ADDRESS, YOUR EMAIL, AND YOUR MOBILE PHONE NUMBER IN THE EMAIL. IF YOU OPT-OUT OF THIS ARBITRATION AGREEMENT, WE WILL ALSO NOT BE BOUND BY ARBITRATION.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S); EXCEPT THAT YOU MAY PURSUE A CLAIM FOR, AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Additional Provisions

Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the section entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of the section above entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief.  The remainder of these TOS will continue to apply.  If a court or the arbitrator decides that any term or provision of these TOS is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and Keepr Terms shall be enforceable as so modified.

Future Changes to Arbitration Agreement. Notwithstanding any provision in these TOS to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these TOS (or accepted any subsequent changes to these TOS).

Entire Agreement. These TOS constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements between you and us with respect to the Services.  You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, data, information, applications, software, or materials (collectively, “Third-Party Materials”) we make available to via the Services.  Except to the extent that they are preempted by U.S. federal law, the laws of the state of Delaware, excluding conflict-of-laws principles of any jurisdiction, govern these TOS and any Disputes (whether contract, tort, or otherwise) arising out of or relating to these TOS or their subject matter.

Assignability and Transfer. These TOS may not be assigned or transferred by you to any person without Keepr’s prior written consent. Further, your Account may not be transferred or assigned to any third party without Keepr’s prior written consent. Any such assignment or transfer of these TOS, or a User’s Account in violation of this provision shall be null and void.

User Disputes. You agree that you are solely responsible for your interactions with any other Users in connection with the Services, and Keepr will have no liability or responsibility with respect thereto.  We reserve the right, but have no obligation to become involved in any way with disputes between you and any other Users.

Accessibility. We strive to make the content on the Services usable by all visitors, including those with disabilities. If you are having difficulty using Keepr, with or without assistive technology, please contact us at support@keepr.gg. To enable us to respond in a manner most helpful to you, please indicate the nature of your difficulty using the Services, the specific web address (URL link) at issue, and your full contact information, including email address and phone number. Thank you for helping us make your online experience more enjoyable.

Use Outside the United States.  Keepr make no representation that the Services or NFT Media are appropriate or available for use outside the United States, its territories, possessions, and protectorates. If you choose to access the Services or NFT Media from other locations, you do so on your own initiative and at your own risk.  You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.

Notice for California Users. Under California Civil Code Section 1789.3, Users of Keepr from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact the California Department of Consumer Affairs at dca@dca.ca.gov.

Contact Us. If you have any questions or complaints about the Services or these TOS, please contact us at legal@keepr.gg. If you need technical support, email us at support@keepr.gg.