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Terms of Service

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Terms of Service

Last Updated: May 2022

Palm NFT Studio, Inc. (“Palm Studio,” “we,” “us,” “our”) is a Delaware corporation and our registered office is located at 874 Walker Road, Dover, Delaware 19904, United States.  You can contact us at https://support.palm.io/hc/en-us/requests/new.

General

We provide the Services (as defined below) to you (“you”) and other users of the Services (together with you, “Users”) through a website located at [UMG Dropsite URL] (the “Dropsite”), subject to these Terms of Service, as amended from time to time (the “Dropsite Terms”).  By signing up for an account (“Account”) on the Dropsite or otherwise using or accessing the Dropsite, you acknowledge that you have read and agreed to these Dropsite Terms.  The Dropsite is a website that enables the purchase and/or redemption, as applicable from time to time, and collection of blockchain-tracked non-fungible tokens (“NFTs”) that you will Own (as defined below) upon purchase or redemption, provided that you comply with these Dropsite Terms.  Each NFT will be associated with certain digital media and metadata, 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 (collectively the “NFT Media” and, together with the NFT, the “Collectible”). The Collectibles will be generated through smart contracts and recorded on the Palm network, a sidechain of the Ethereum blockchain (the “Palm Network”). The Collectible is a good you purchase or receive. Upon such purchase or receipt and until you Transfer the Collectible, (1) you will Own the NFT associated with that Collectible and (2) you will receive the limited licenses and sublicenses to the NFT Media associated with that Collectible per these Dropsite Terms. You do not own the NFT Media and you will not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights thereto. For clarity, all right, title, and interest in the NFT Media (including all copyrights, trademark rights, and all other intellectual property rights) are owned by Universal Music Operations Limited  (“UMG”), UMG’s licensors, or Palm Studio, as applicable, but these Dropsite Terms shall set forth the terms of any licenses or sublicenses to such NFT Media granted to purchasers or redeemers of Collectibles.  The Collectibles will be generated through smart contracts and recorded on the Palm network, a sidechain of the Ethereum blockchain (the “Palm Network”). 

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

PLEASE READ THESE DROPSITE TERMS 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.

We reserve the right, in our sole discretion, to change or modify portions of these Dropsite Terms 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 provide notice of any charges or modifications, either on the Dropsite, in your Account, in an email notification, or through other reasonable means.  Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Dropsite Terms.

These Dropsite Terms 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 Dropsite Terms and any Disputes (whether contract, tort, or otherwise) arising out of or relating to these Dropsite Terms or their subject matter.

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 “Restrictions” below for details.

The Dropsite

Palm Studio and UMG intend for the Dropsite to be an immersive online environment for Users of the Collectibles to engage with, and discover, a wide variety of unique content.

Smart-Contract Enabled. The Collectibles are created through the use of bytecode deployed on the Palm Network (“Smart Contracts”). The Palm Network 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 Dropsite Terms.  

Dropsite Account Eligibility

Your Registration Obligations. Anyone can browse the Dropsite without registering for an Account.  Certain features and forms of participation on the Dropsite 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 the Dropsite, 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 the Dropsite.  If you are under 18 years old, your parent or legal guardian must create an Account on the Dropsite and use the Services on your behalf. If you are a parent or guardian agreeing to the Dropsite Terms for the benefit of a child under 18 years old, 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 18 years of age may not use the Services. Except as expressly provided herein, you may not register for an Account on behalf of any other person or entity.

Dropsite Account, Password, and Security. We may use third-party providers for secure logins to access the Services.  You are responsible for maintaining the confidentiality of your Account and password, if any, and are fully responsible for any and all activities that occur on your Account.  You agree to (a) immediately notify us of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session when accessing the Services.  We will not be liable for any loss or damage arising from your failure to comply with this Section. We may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering, or for counteracting financing of terrorism. We may also require you to provide additional information and documents in cases where it has reasons to believe that (i) your Account is being used for illegal money laundering or for any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your use of the Services were made in breach of these Dropsite Terms.

Purchasing or Redeeming Collectibles 

Purchasing or Redeeming Collectibles; Credits.  Collectibles may be offered to Users without cost to Users via voucher redemption, and also may be available for purchase from time to time. To purchase Collectibles from us, we may require you to either pay via credit or debit card, or first purchase credits (“Credits”), and such requirements may be updated in our discretion from time to time. You acknowledge and agree that all payment information you provide with regard 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.

Your payment via credit or debit card and/or purchase of Credits is governed exclusively by the user agreements of our payment processor partner, Circle Internet Financial, LLC, which may be found here, and the terms of service of any other financial partner with whom we engage in the future (collectively, “Financial Partners”). Credits have no monetary value or cash equivalent, do not constitute currency, cannot be transferred to other Users or Palm Network users, and cannot be exchanged for cash or for any other goods and services outside of the Palm Network without our or our Financial Partner's written approval. Purchases of Credits, redemptions of vouchers for Collectibles, and purchases of Collectibles using Credits or via credit or debit card, may be subject to transaction limits established by us in our sole discretion in accordance with applicable law; and depending on the purchase amount, we reserve the right to delay or refuse completion of your purchase or redemption request until we obtain additional information from you. We also reserve the right to require a minimum balance in Credits or a minimum amount of Credits purchased if you desire to purchase Credits. We reserve the right to permit a feature whereby Users can convert their Credits to cash and, if such a feature exists, any such conversions and withdrawals may be subject to our review and approval.Unless purchased or redeemed 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 or redeem, 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 or redemption of Collectibles through the Services, Palm Studio and UMG may offer, from time to time, purchase or redemption options that vary between single Collectibles available for purchase or redemption and packs of Collectibles available to purchase or redeem as a bundle (each, a “Pack”).  At any given time, there may be no Packs or 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 or redeem Collectibles of varying levels of scarcity.  Before you buy a Pack, Palm Studio and UMG may 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. 

Dropsite Marketplace. We may offer a marketplace feature via the Services whereby you may purchase Collectibles from holders of such Collectibles and sell collectibles you have purchased or redeemed to other Users Collectibles (the “Dropsite Marketplace”). If we offer a Dropsite Marketplace, it will cryptographically verify that each NFT listed on the Dropsite Marketplace is Owned by the holder listing the applicable Collectible on the Dropsite Marketplace. Unlike a Pack purchase or redemption, if you purchase a Collectible through the Dropsite Marketplace, you will know exactly which Collectible you are purchasing. You acknowledge and agree that UMGand Palm Studio shall be entitled to receive a percentage of the gross amounts paid by the transferee (and each subsequent transferee) for the Collectible, which will be communicated to you (the “Transfer Royalty”), in perpetuity, as provided in these Dropsite Terms, and you shall comply with all applicable transfer procedures in place and otherwise fully cooperate with Palm Studio and UMGto ensure that Palm Studio and UMGreceive the Transfer Royalty (including through direct remittance, if applicable).  For clarity, the Transfer Royalty (as defined below) shall apply to all transactions on the Dropsite Marketplace. The Dropsite 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 the Dropsite Marketplace, 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 the Dropsite 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.  If you do not have an account with the Third-Party Marketplace at the time you attempt a purchase, you will be required to establish a user account, with an approved payment method, to complete a purchase for the selected Collectible.  The Third-Party Marketplace’s terms of use or terms of service will disclose the custody or ownership model for the Collectibles purchased through such Third-Party Marketplace, which may include a custodial wallet made available to you by such Third Party Platform or which may allow you to mint or transfer such Collectibles into one or more external non-custodial wallets.  In addition, recordation of ownership may be kept “off chain” on an internal ledger or by such other mechanism as determined by the Third-Party Marketplace. Notwithstanding the foregoing, you and Palm Studio acknowledge that the Third-Party Marketplace is not responsible for addressing any claims of yours or any third party arising out of or relating to the purchase of a Collectible including, but not limited to: (a) product liability or breach of warranty claims; (b) any claim that the Collectible fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.  You and Palm Studio acknowledge that, in the event of any third-party claim that the Collectible or your possession and use of that Collectible infringes that third party claimant’s intellectual property rights, Palm Studio, not the operator of the Third-Party Marketplace, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Dropsite Terms. You and Palm Studio acknowledge and agree that the operators of any such Third-Party Marketplace, together with its subsidiaries, sub-licensees, employees, and contractors, are third party beneficiaries of these Dropsite Terms as they relate to your use of such Third-Party Marketplace for purchase of the Collectibles, and that, upon your acceptance of these Dropsite Terms, such operators of any Third-Party Marketplace will have the right (and will be deemed to have accepted the right) to enforce these Dropsite Terms against you as a third party beneficiary thereof.

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 and the bid amount will be deducted from the payment method you have designated.  We or the applicable seller party may be able to set or change a reserve price for the applicable auction, including after you have placed a bid. 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 Dropsite Terms, the dollar value you paid to purchase Credits through the Services is final and non-refundable, and Collectibles may not be redeemed for cash. Additional terms regarding the purchase of Credits are set by our payment processor partner, Circle Internet Financial, LLC, may be found here.

Maintenance, Storage and Transfer of Collectibles. All Collectibles purchased or redeemed by you will be maintained in custodial wallets that we own and embed in the Services (each, a “Palm-owned Wallet”) and NFT Media stored in IPFS and Amazon S3. Although we custody your NFT in a Palm-owned Wallet on the Palm Network, 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 store NFT Media related to Collectibles purchased or redeemed by you for a period of at least ten (10) years from and after the launch of the Dropsite. With decentralized storage of NFT Media and other digital media developing over time, Palm Studio and UMG will use reasonable efforts to explore storage options beyond such initial ten (10) year period, and these Dropsite Terms may be updated from time to time to account for any such changes. Subject to these Dropsite Terms and the terms of service of our Financial Partners (the “Financial Partner Terms”), we may permit you to transfer your Collectibles to any other Palm Wallet whether pursuant to a sale via the Marketplace or otherwise (“Palm Transfers”). 

External Transfers. If supported by us, UMG, and our Financial Partners, we may enable you to transfer your Collectibles to Ethereum-compatible wallets outside the Palm Network (“External Transfers”), but we expressly make no commitment to provide External Transfer capability.  Such External Transfers may be facilitated by one or more smart contracts that Palm Studio may develop, some or all of which Palm Studio 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 or for Palm Transfers, but we reserve the right to do so in the future. You also understand and agree that the Transfer Royalty will apply to all Palm Transfers and External Transfers (collectively, “Transfers”). You further agree that Palm Studio and UMG are not responsible for any transaction between you and a third party (e.g., your Transfer of a Collectible, if Transfers are enabled), and Palm Studio and UMG shall have no liability in connection with any such transaction.

Taxes. You may be 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 or redeeming a Collectible via the Services may entitle you to one or more additional rewards offered by Palm Studio and/or UMG on a periodic basis, which may include, by way of example only, priority access to future NFT drops and access to private social media channels (“Additional Rewards”), for such time as you are a valid holder of a Collectible. You hereby acknowledge the following with respect to Additional Rewards:

  1. Additional Rewards which are promoted in connection with the Collectibles are part of an overall provisional roadmap of Additional Rewards offered by Palm Studio and/or UMG, and Palm Studio and UMG will use good faith efforts to make available such Additional Rewards to purchasers or redeemers of Collectibles, but do not guarantee that such Additional Rewards will be so available;
  2. Your purchase or redemption of any Collectible shall be for collectible and entertainment purposes only 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;
  3. To the extent any Additional Rewards are offered, all such Additional Rewards shall be conditional on your compliance with these Dropsite Terms and the terms and conditions of any offerings of such Additional Rewards  (including, if applicable, any terms and conditions provided by UMG);
  4. Palm Studio and/or UMG 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);
  5. 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
  6. 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 Palm Studio and UMG. 

Availability and Use of the Services

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 Palm Studio and UMG 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 or redemption 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,

  1. The risk associated with 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 User error. Neither Palm Studio nor UMG will be responsible for any of these risks, however caused;
  2. Except as expressly set forth herein, neither Palm Studio nor UMG makes any promises or guarantees about the availability of any Collectibles on the Internet or the availability of any Additional Rewards;
  3. Upgrades to the Services or the Palm Network or the Ethereum blockchain, a hard fork in the Palm Network or Ethereum blockchain, a failure or cessation of the Palm Network or Ethereum blockchain, or a change in how transactions are confirmed on the Palm Network or Ethereum blockchain all may have unintended, adverse effects on the Collectibles;
  4. 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 or redeeming 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 Palm Studio, UMGor any other enterprise as a result of your acquisition of Collectibles. Under no circumstances will the operation of all or any portion of the Site or Services be deemed to create a relationship between you, on the one hand, and Palm Studio and/or UMG, on the other hand, that includes the provision of tendering of investment advice;
  5. Palm Studio and UMG do 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; 
  6. 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 or redeem 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, or for any failures in the underlying blockchain on which Collectibles’ ownership may be recorded;
  7. Any purchase, redemption 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

 

  1. The regulatory regime governing blockchain technologies, cryptocurrencies, NFTS and other digital assets are uncertain and continually evolving, and developments in the law, including 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, redemption, sale, or appreciation in value of Collectibles. 

In addition to assuming all of the above risks, you acknowledge that Palm Studio and UMG 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.  Palm Studio and UMG 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 Palm Studio and UMG will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience related to any Collectible. Palm Studio and UMG 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. For additional clarity, 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. 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 Dropsite Terms 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.

Additional Features. The Services may include, from time to time, certain features (including, but not limited to, Beta Features) that permit you to “merge” more than one Collectible you Own into a new Collectible that may contain elements of your existing Collectibles by “burning” those existing Collectibles you desire to merge (“Merge and Burn Features”). You acknowledge that by engaging with any Merge and Burn Features, you may lose some or all of the traits of your original Collectible(s) and that the Collectible(s) that remains following use of Merge and Burn Features may not be as rare or valuable as one or more of the Collectibles you merged and burned, and that any interaction with Merge and Burn Features provided by Palm Studio or UMG hereunder is at your own risk. For the avoidance of doubt, any NFT and NFT Media associated therewith that remains following the use of a Merge and Burn Feature shall, collectively, be considered a Collectible for the purposes of these Dropsite Terms.

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

  1. engage in any conversation or otherwise upload, submit or post any content (including User 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 Palm Studio, UMG, or other Users to any harm or liability of any type;
  2. Modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Dropsite Content (as defined below), in whole or in part;
  3. 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;
  4. Use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
  5. 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;
  6. interfere with or disrupt the Services or servers or networks connected to the Dropsite, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
  7. 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;
  8. Impersonate any other person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  9. Solicit personal information from anyone under the age of 18;
  10. Harvest or collect email addresses or other contact information of other Users on the Dropsite by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  11. Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  12. 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;
  13. 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;
  14. 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;
  15. Engage in or use any data mining, robots, scraping or similar data gathering or extraction methods;
  16. 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;
  17. Create more than one User Account, including by automated means or under false or fraudulent pretenses;
  18. File a chargeback or similar request for a Collectible following your Transfer of such Collectible;
  19. Fractionalize any Collectibles for sale purposes or otherwise; or
  20. Access or use the Services for the purpose of creating a product or service that is competitive with any of Palm Studio’s or UMG’s products or services.

Intellectual Property Matters

Your Rights. Upon the purchase or receipt of one or more Collectibles in accordance with these Dropsite Terms, you obtain a personal, limited, worldwide, non-assignable, non-sublicensable, royalty-free license and sublicense, as applicable under the NFT Media solely for the non-Commercial use and display of the NFT Media associated with NFTs legally Owned and properly obtained by you.  If you Transfer your Collectible for any reason, any and all licenses, sublicenses and other rights granted to you under these Dropsite Terms, including certain Dropsite Rights (as defined below) automatically and immediately terminate and such license and 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 Dropsite Terms.

As used herein, “Own” (and any variations thereof, including “Owns,” “Owned,” “Owner,” or “Ownership”) means with respect to a Collectible, ownership of the NFT associated with a Collectible that a person has rightfully and lawfully purchased, redeemed or acquired from a legitimate source in accordance with these Dropsite Terms, where proof of purchase, redemption or acquisition was recorded on the applicable blockchain and ownership of the NFT can be proven. As used herein, “Commercial” means any actions relating to the marketing, promotion, distribution, offering for sale, sale, having sold, or otherwise commercializing a Collectible and “Commercialize” has a correlative meaning, as the context requires.

You agree that, with respect to any Collectible you purchased and properly obtained in accordance with these Dropsite Terms, 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, sublicense, 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 the Palm Network. 

You irrevocably release, acquit, and forever discharge Palm Studio, UMG, 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 Dropsite Terms of any NFT Media and any User Content you submit.

Dropsite Content, Software, and Trademarks. You acknowledge and agree that the Services contain content or features (“Dropsite Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws.  Any use of the Services or the Dropsite Content 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 UMG, its affiliates, and partners.  Any rights not expressly granted herein are reserved by UMG and Palm Studio, as applicable.

Except for the Palm Studio name, brands and logos, which are trademarks and service marks of Palm Studio (collectively the “Palm Trademarks”), all other service names and logos used and displayed on the Service, including but not limited to the UMG name and logos, are trademarks or service marks of UMG (collectively the "UMG Trademarks”), nothing in these Dropsite Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license, sublicense or right to use any of Palm Trademarks or UMG Trademarks displayed on the Services without prior written permission in each instance.  All goodwill generated from the use of Palm Trademarks or UMG Trademarks will inure to the exclusive benefit of the respective owner.

Third-Party Materials. Under no circumstances will Palm Studio or UMG 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 the Dropsite 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 without notice or explanation that violates these Dropsite Terms, is deemed by us or UMG, in our sole discretion to be otherwise objectionable, or for any other reason whatsoever.  

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”).  Palm Studio and UMG 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 Palm Studio and UMG 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 Palm Studio and UMG are not liable for any loss or claim that you may have against any such third party. In addition, the manner in which Third-Party Websites use, store, and disclose your information is governed solely by the privacy policies of such third parties, and Palm Studio and UMG 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.

Rights in User Content . In connection with your use of the Services, you may be able to post, upload, or submit content created by you that will be made available through the Services, whether to us, UMG, Discord or social media users through closed channels for Users only, or the general public through other social media channels (“User Content”).  By posting, uploading, or submitting your User Content through the Services, you represent, warrant and covenant that you have, or have obtained, all rights, licenses, sublicenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for your User Content and your User Content has not, and does not, infringe, misappropriate or otherwise violate any intellectual property rights of any third party. You agree that your User Content will not contain material subject to copyright or other proprietary rights of any third party, unless you have the necessary written permission or are otherwise legally entitled to post the material and to grant us the license described above. By posting, uploading, or submitting any User Content you hereby grant us, UMG and our respective affiliates a non-exclusive, worldwide, royalty free, fully paid up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content, in whole or in part, in connection with the operation of the Services; or the promotion, advertising, or marketing thereof in any form, medium, or technology now known or later developed.  You waive all so-called “Droit Moral” or “Moral Rights of Authors” and any similar rights or principles of law which you may now or hereafter have in relation to or arising out of the User Content. You agree that these rights, title and licenses, as applicable, include a right for us to make your User Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing the functionality of the Services.  As part of the foregoing license grant and agreement to assign, as applicable, you agree that the other Users may have the right to comment on and/or tag your User Content and/or to use, publish, display, modify, or include a copy of your User Content as part of their own use of the Services; except that the foregoing shall not apply to any of your User Content that you post privately for non-public display on the Services.   

Any questions, comments, suggestions, ideas, feedback, or other information about the Services (“Feedback”), provided by you to Palm Studio or UMG are non-confidential and Palm Studio and/or UMG will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

We may preserve content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Dropsite Terms; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Palm Studio or UMG, or our or UMG’s users, vendors, partners, and the public.  You understand that the technical processing and transmission of the Services, including User Content, may involve: (i) transmissions over various computer networks and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints. We respect the intellectual property of others, and we ask that you do the same.  If you believe that any User 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 Palm Studio Copyright Agent as set forth below (subject line: “DMCA Takedown Request”):

Palm NFT Studio, Inc.

874 Walker Road, Suite C

Dover, Delaware 19904

Attn: Copyright Agent

e-mail: copyright@palm.io

 

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

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located on the Dropsite, with enough detail that we may find it on the Dropsite;
  4. Your address, telephone number, and email address;
  5. 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
  6. 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 User 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 User Content, you may send a written counter-notice containing the following information to the Palm Studio Copyright Agent:

  1. Your physical or electronic signature;
  2. 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;
  3. 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
  4. 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 Palm Studio Copyright Agent, Palm Studio 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 PALM STUDIO AND UMG INTEND TO COMPLY WITH ALL PROVISIONS OF THE DIGITAL MILLENNIUM COPYRIGHT UMGT, 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.

Location of Our Privacy Policy

Privacy Matters. Our Privacy Policy is a part of these Dropsite Terms.   Please review the Privacy Policy that also governs the Dropsite and informs you of our data collection practices.  By using the Dropsite, 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 are able to personalize your experience on the Dropsite.  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 manner in which Social Networking Services use, store, and disclose your information is governed solely by the privacy policies of such third parties, and Palm Studio and UMG 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, Palm Studio and UMG 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, Palm Studio and UMG 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 Palm Studio and UMG 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) any User Content, (c) your violation of these Dropsite Terms, or (d) 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 Dropsite Terms.

 

Disclaimer of Warranties. The Services and activity on the Dropsite, including but not limited to purchase, redemption, 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 the Palm Network (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.  PALM STUDIO AND UMG 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.

PALM STUDIO AND UMG 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 EUMGH SURVIVE TERMINATION OR EXPIRATION OF THESE DROPSITE TERMS.

Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT PALM STUDIO AND UMG 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 THE DROPSITE; 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 DROPSITE TERMS, 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 DROPSITE TERMS 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 DROPSITE TERMS.

 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 “Dropsite Rights”) each shall automatically and immediately terminate if you breach any of the terms of these Dropsite Terms. You agree that we, in our sole discretion, may suspend, discontinue, or terminate your Dropsite Rights (or any part thereof), freeze any of your Palm-owned Wallets and/or access to Credits, 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 Dropsite Terms.  Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your Dropsite 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 Dropsite Rights (or any part thereof) and the freezing of any Palm-owned Wallets and/or access to Credits under any provision of these Dropsite Terms 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 Dropsite 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 Palm Studio continue to be bound by the Sections under the heading “Dispute Resolution” below. Upon any termination of these Dropsite Terms, 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 Dropsite Rights granted to you under these Dropsite Terms. Any provisions in these Dropsite Terms which, by their nature, would be intended to survive termination or expiration of these Dropsite Terms, shall survive the termination or expiration of these Dropsite Terms, 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 Palm Studio and/or UMG and limits the manner in which you can seek relief therefrom. The Arbitration Agreement survives termination or expiration of these Dropsite Terms.

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 https://support.palm.io/hc/en-us/requests/new.  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 Palm NFT Studio, Inc., 874 Walker Road, Suite C, Dover, Delaware, United States 19904 (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 Dropsite Terms (including any alleged breach thereof), the Services, any advertising of the Dropsite 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 Dropsite Terms, 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 the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Dropsite Terms as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and threshold arbitrability of this Arbitration Agreement or the Dispute.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Dropsite Terms and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless we and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by JAMS.  If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the JAMS Rules.  If your claim exceeds US$10,000, the right to a hearing will be determined by the JAMSRules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement.  If the value of the relief sought is US$10,000 or less, at your request, we will pay all Arbitration Fees.  If the value of relief sought is more than US$10,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees.  In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  Any payment of attorneys’ fees will be governed by the JAMS Rules.

ARBITRATION OPT-OUT: YOU MAY OPT OUT OF RESOLVING DISPUTES BY ARBITRATION BY EMAILING US AT LEGAL@PALM.IO WITHIN 30 DAYS OF FIRST ACCEPTING THE THESE DROPSITE TERMS, AND TELLING US YOU WOULD LIKE TO OPT OUT OF MANDATORY ARBITRATION, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THESE DROPSITE TERMS. 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.

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

 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) or these Dropsite Terms, as applicable 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 and/or Dropsite Terms, as applicable, 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 Dropsite Terms will continue to apply.  If a court or the arbitrator decides that any term or provision of these Dropsite Terms 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 the Dropsite Terms shall be enforceable as so modified.

Future Changes to Arbitration Agreement. Notwithstanding any provision in these Dropsite Terms 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 Dropsite Terms (or accepted any subsequent changes to these Dropsite Terms).

Additional Provisions

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

Notice for California Users. Under California Civil Code Section 1789.3, Users of the Dropsite 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.

Complaints. If you have any questions or complaints about the Services, please contact us at https://support.palm.io/hc/en-us/requests/new.

User Disputes. You agree that you are solely responsible for your interactions with any other Users in connection with the Services, and Palm Studio and UMG 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 the Dropsite, with or without assistive technology, please contact us at accessibility@palm.io. 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.

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