Effective Date: November 29, 2021
The Website is intended solely for persons who are 18 years old or older. Any access to or use of the Website by anyone under the age of 18 is expressly prohibited. By accessing or using the Website you represent and warrant that you are 18 years old or older.
Linking Your Digital Wallet. You do not have to create an account in order to use or access our Website. However, in order to access certain Services, including purchasing your Rabbitar, and displaying, storing, trading and selling your Rabbitar, you may be required to link a digital wallet owned by you to our Services. Our Website lists the digital wallets we support that allow you to purchase, store and engage in transactions involving Rabbitars. Your use of any digital wallet, including those we support, is at your own risk and subject to the terms and conditions of that digital wallet.
You are responsible for all use of your digital wallet and for any actions that take place using your digital wallet, whether by you or by another person. You are solely responsible for keeping your digital wallet account and, if applicable, private key confidential and secure. If your private key(s) or other access credentials are lost, you may lose access to your Rabbitar, the Artwork or the Metaverse Art. We are not responsible for any such losses, including, but not limited to, losses arising from Third Party Vendors.
Third Party Vendors. All transactions are processed through third party vendors, not affiliated with Playboy, that we have retained (collectively, “Third Party Vendors”), and not through Playboy. For example, Third Party Vendors may provide the technology (including the smart contract) to mint your Rabbitar, process your payment, or provide the tools and applications on our Website and through our Services. By using the Services, you agree to the terms of service, and, where applicable, the privacy policies of such Third Party Vendors. In addition, certain transactions made through the Services, such as the purchase or transfer of a Rabbitar, are managed and confirmed on the Ethereum blockchain by third parties unaffiliated with Playboy.
You hereby expressly grant Playboy the right, power, and authority to transmit your information to such Third Party Vendors as reasonably necessary for Playboy to provide the applicable Services to you. Playboy has no affiliation with any Third Party Vendor. You acknowledge and agree that Playboy is not responsible for the availability of such external websites, mobile applications or resources accessible from those Third Party Vendors, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials available from such websites or mobile applications, nor does Playboy endorse any such websites, mobile applications or resources, or the products or services accessible on such websites or mobile applications.
Credit card transactions and order fulfillment are handled by Third Party Vendors. While in most cases transactions are completed without difficulty, there is no such thing as perfect security on the Internet or offline. Playboy, its affiliates, and the Website cannot and do not take responsibility for the success or security of transactions undertaken or processed by third parties. You acknowledge that Playboy has no liability to you or to any third party for any claims or damages that may arise as a result of your payment or sale of your Rabbitar, including, but not limited to, instances where your payment was not properly processed on the Ethereum blockchain. It is solely your responsibility to confirm that your payment for a Rabbitar has been accepted. We do not provide refunds for any purchases that you might make on or through the Website.
Although the NFT for your Rabbitar is stored on the Ethereum blockchain, you acknowledge that we store the Artwork associated with your Rabbitar off-chain, which may include decentralized storage systems. You acknowledge and agree that we are not responsible for any risks that may be presented by such storage systems or for your inability to access your Artwork.
Purchase Terms. Approximately 11,953 Rabbitars will be available to mint and purchase on the Website. For further information, please see www.playboyrabbitars.com. Purchases may be made by using one or more currencies or cryptocurrencies that we may elect to accept from time to time. The price for each Rabbitar will be determined by us. We retain the right in our discretion to limit the dollar (or equivalent in other currencies) amount of each Rabbitar, the availability of Rabbitars, and number of any transactions on the Website. Playboy is under no obligation to accept cryptocurrencies, and we retain the right in our sole discretion to determine what currencies or payment option to accept at any time. We cannot guarantee that Rabbitars will be available for purchase at the time you seek to purchase one.
If your Rabbitar is purchased or made available through our Website, your Rabbitar will be minted directly into your wallet. We never hold custody nor take ownership or possession of your Rabbitar. You acknowledge and agree that if you decide to purchase a Rabbitar outside of our Website, such purchases will be entirely at your sole risk. You acknowledge and agree that the transactions effectuated through the Website may be publicly visible on the Ethereum blockchain when made.
You are responsible for all payments, fees and costs when engaging in any transactions involving the initial purchase or subsequent sale of your Rabbitar, including, without limitation, the purchase price, transaction fees and all other fees associated with your use of the Services or the services of Third Party Vendors. Transaction fees for which you are responsible include “Gas Fees” which are fees imposed for every transaction on the Ethereum blockchain. When you purchase a Rabbitar or seek to transfer your Rabbitar via a Secondary Marketplace (as defined below), you may incur Gas Fees. Gas Fees are imposed by the network of computers that operate the Ethereum blockchain and are not paid to Playboy. Note that Gas Fees often fluctuate based on a number of factors. You are responsible for ensuring your digital wallet address has a sufficient amount of cryptocurrency to cover your purchase as well as any Gas Fees or other transaction cost.
You also are solely responsible for payment of all national, federal, state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any national federal, state, local, international or any other governmental authority or taxing jurisdiction, including, without limitation, any income, sales, use, value-added (“VAT”), goods and services and other taxes and duties associated with your use of the Services, the services of Third Party Vendors, and your purchase of Rabbitars from any party. You will not be entitled to deduct the amount of any such taxes or amounts levied in lieu thereof from payments made to us pursuant to these Terms. You are solely responsible for any tax reporting for transactions in which you may be a seller of Rabbitars.
Secondary Sales. You may have the limited right to sell or transfer your Rabbitars on certain smart contract enabled secondary marketplaces, platforms and exchanges operated by third parties where users can sell, purchase, transfer, list for auction and bid on NFTs (“Secondary Marketplaces”). We do not monitor or control any Secondary Marketplace purchases or sales, or any other activity beyond that on the Website. Rabbitars may not be compatible with all Secondary Marketplaces, and we make no guarantee about the availability or functionality of any Secondary Marketplace. You acknowledge and agree that all Rabbitar purchases, transfers, and sales will be entirely at your sole risk, and that we are not a party to any agreement or transaction you conduct on any Secondary Marketplace, even if it was initially purchased via our Service and even if we receive a Resale Fee (as defined below).
If you sell your Rabbitar via a Secondary Marketplace, such transaction may be subject to a transaction fee determined by us (“Resale Fee”) which may be automatically deducted. All Resale Fees are applied to the final sale price and are collected and distributed to us at the time of sale through smart contracts on the Ethereum blockchain.
Limited License to Your Rabbitar Image
Limited License. In connection with your purchase of one or more Rabbitar, and subject to your compliance with these Terms, Playboy hereby grants you a non-exclusive, non-transferable, personal, limited license (without the right to sublicense), solely with respect to any Rabbitar(s) that you Own, to view and display the Artwork, solely for your personal, non-commercial purposes and in connection with a proposed sale or transfer of the Rabbitar (“Limited License”). “Own” or “Owned” means, with respect to a Rabbitar, one that (i) you originally purchased from Playboy; or (ii) purchased from a legitimate owner of that Rabbitar. Your purchase of a Rabbitar means you have full ownership rights in the NFT associated with your Rabbitar, including the right to store, sell and transfer that NFT. You acknowledge and agree that your purchase of a Rabbitar does not provide any rights, express or implied, in the Artwork associated with the Rabbitar (including, without limitation, any copyrights or other intellectual property rights in or to the Artwork) other than the Limited License described above.
Any use of the Artwork other than as expressly authorized herein, without the prior explicit written permission of Playboy, is strictly prohibited and shall immediately terminate your right to access and use the Services, the Limited License, and any other rights granted to you by these Terms. Such unauthorized use may also violate applicable laws including intellectual property laws.
Restrictions. You agree that you may not, and will not permit any third party to, do or attempt to do any of the following without Playboy’s express prior written consent in each case: (i) modify the Artwork in any way; (ii) use the Artwork to advertise, market, or sell any product or service; (iii) use the Artwork in connection with malicious, harmful, offensive or obscene images, videos, or other materials or forms of media, including any that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise violate applicable laws or regulations or infringe upon the rights of others; (iv) use or incorporate the Artwork in movies, videos, video games, or any other forms of media for a commercial purpose; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Artwork; (vi) trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork, including any Playboy name, Rabbit Head Design, trademark, logo, trade dress, or other source indicators contained or depicted therein; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the Artwork on any platform; (viii) falsify, misrepresent, or conceal the authorship of the Artwork or the Rabbitar; or (ix) otherwise commercially use or exploit any Artwork for your or any third party’s benefit, including by selling copies of any Artwork.
License Term. The Limited License granted applies only to the extent that you continue to Own the applicable Rabbitar. If at any time you sell, trade, donate, give away, or transfer your Rabbitar to a new owner, the Limited License shall be transferred to that new owner, and you will have no further rights in or to the Rabbitar or Artwork.
For purposes of enabling community-generated content derived from the traits used to create the Rabbitars, Rabbitar owners may be provided access to a compilation of certain PNG files comprising the individual traits and accessories included across the Rabbitar collection (“Metaverse Art”). You acknowledge and agree that the Metaverse Art will be made available to you at our discretion. Rabbitar owners who have properly authenticated their ownership will be able to access the Metaverse Art via certain third party channels that may be communicated by Playboy from time to time on the Website or via third party platforms such as Discord or Twitter.
Playboy hereby grants you a non-exclusive, non-transferable, personal, limited license (without the right to sublicense), to use and copy the Metaverse Art for the sole purpose of creating your own original artwork (each a “Permissible Work”) and to mint and sell NFTs associated with your Permissible Work on Secondary Marketplaces. Each Permissible Work must be in the same format as a Rabbitar (i.e., a rabbit figure with certain attributes). For the avoidance of doubt, the names “Playboy”, “Leveretia”, “Playboy Rabbitars”, “Rabbitars”, the Rabbit Head Design, any trademarks, logos, trade dress, and other source indicators owned by Playboy, and any intellectual property owned by a third party other than the Rabbitar owner, cannot be used in a Permissible Work.
Any Permissible Work minted as an NFT pursuant to these Terms shall be referred to herein as a “Derabbitive NFT”. Derabbitive NFTs must be labeled as a Derabbitive in its description provided on any website or other digital platform along with the Rabbitar token ID, and a link to the official collection page on “www.Opensea.io”.
Other than the rights to the Metaverse Art, nothing herein grants the user any rights to trademarks or any other intellectual property rights belonging to Playboy including, without limitation the names “Playboy”, “Playboy Rabbitars”, “Rabbitars”, “Leveretia”, “Rabbit Head Design”, and the associated logos. All of these rights are expressly reserved in the name of Playboy.
The restrictions set forth in the section titled “Restrictions” apply to your Permissible Work. Any and all promotional materials that include the Permissible Work shall maintain the appropriate decorum and propriety commensurate with Playboy’s reputation as a respected corporation. You acknowledge and agree that Playboy has the right to require you to cease using any promotional materials that Playboy determines in its sole discretion violates this paragraph.
You acknowledge and agree that Playboy (or, as applicable, its licensors) owns all legal right, title and interest in and to the content of the Website, the Artwork, the Metaverse Art, Services, the “look and feel” of the Website and Services, media, web applications, mobile applications, software, metadata, materials, designs, text, images, artwork, graphics, photographs, illustrations, animation and visual effects, content, media files, databases, proprietary information, as well as any accompanying documentation or other written materials, tangible or intangible, (all of the foregoing, individually and collectively, the “Content”) and all legally protectable elements of the foregoing, including, without limitation, all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, and all intellectual property rights therein. Any rights that you may have in and to the Artwork are limited to those expressly described in the Limited License and Permissible Work (as applicable to the Metaverse Art) sections. Playboy (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the Artwork, including all copyrights in and to the Artwork (e.g., the right to reproduce and make copies, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform), the Playboy name, Rabbit Head Design, trademark, logo, trade dress, and other source indicators.
You may choose to submit comments, bug reports, ideas or other feedback about the Website or Services, including, without limitation, about how to improve the Website or Services through email to [email protected] (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
Notice of Intellectual Property Infringement
In accordance with the Digital Millennium Copyright Act and other applicable law, it is the policy of the Website, in appropriate circumstances, to terminate the registration account of a user who is deemed to infringe third-party intellectual property rights, or to remove content, communications, text, images, audio files, video clips, or any audio-visual content posted through the Services (“User Content”) that may be infringing the rights of any third party. If you believe that your work has been copied in a way that constitutes copyright infringement and is displayed on the Website, please provide substantially the following information to our Copyright Agent (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
-an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; -a description of your copyrighted work or other intellectual property that you claim has been infringed; -a description of where the material you claim is infringing is located on the Website (providing us with website URL is the quickest way to help us locate content quickly); -your address, telephone number, and e-mail address; -a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; -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. The Website’s Copyright Agent can be reached as follows: Playboy Enterprises International, Inc. Attn: Copyright Manager 10960 Wilshire Blvd, Suite 2200 Los Angeles, CA 90024 Phone: 3104243723 Email: [email protected] Please note that the above contact information is for intellectual property infringement notices only. DO NOT CONTACT OUR COPYRIGHT AGENT FOR OTHER INQUIRIES OR QUESTIONS. For other inquiries or questions, please email us at [email protected] Please also note that, pursuant to Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Acknowledgement and Assumptions of Risk
You acknowledge and agree that the risk of acquiring a Rabbitar; holding and using the Rabbitar; and transferring your Rabbitar to others rests entirely with you. We are not responsible if your Rabbitar, your Derabbitive, or any Artwork or Metaverse Art becomes inaccessible to you for any reason. You acknowledge and agree that we may not provide any application or other service to receive, access, view, or display your Rabbitar, the Artwork or the Metaverse Art, and do not guarantee you will be able to do so.
You acknowledge that the Artwork associated with your Rabbitar could be copied and distributed by someone else, and that we cannot guarantee that additional copies of the Artwork associated with your Rabbitar will not be created by others. You also acknowledge and agree that we or any third party on our behalf could make additional copies of, and distribute, the Artwork or Metaverse Art associated with your Rabbitar or Derabbitive, respectively, and could sell or otherwise assign the copyright or other intellectual property rights or economic rights in such Artwork or Metaverse Art.
You acknowledge and agree that there are risks associated with purchasing, holding, and using your Rabbitar. By purchasing, holding and using a Rabbitar, you expressly acknowledge and assume all risks including, but not limited to: forgotten passwords; inability to access or use your digital wallet for any reason; mistyped addresses or improperly constructed instructions when transmitting or receiving Rabbitars or any cryptocurrency; errors in the smart contract that mints Rabbitars; errors in the NFT associated with your Rabbitar; errors in our Website or Services; inability to access or transfer a Rabbitar; inability to view or display the Artwork or any Metaverse Art; blockchain malfunctions or other technical errors; server failure or data loss; telecommunications failures; unfavorable regulatory determinations or actions (including with respect to NFTs or cryptocurrencies); taxation of NFTs or cryptocurrencies; uninsured losses; unanticipated risks; volatility risks in the value of Rabbitars and cryptocurrencies; changes to the protocol rules of the Ethereum blockchain (i.e., “forks”),cybersecurity attacks; weaknesses in the security of Rabbitars; unauthorized third-party activities, including, without limitation, the introduction of viruses or other malicious code, the use of phishing, sybil attacks, 51% attacks, or bruteforcing; and other means of attack that affect, in any way, the Rabbitars, the Artwork or the Metaverse Art (the foregoing, collectively, “Services Risks”). If you have any questions regarding the Services Risks, please email us at [email protected]
You acknowledge and agree that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, NFTs, digital assets, digital wallets, and cryptocurrencies to understand these Terms and to appreciate the risks and implications of purchasing a Rabbitar or minting and selling a Derabbitive.
You acknowledge and agree that there is substantial uncertainty as to the characterization of NFTs and other digital assets under applicable law. You acknowledge that your purchase of a Rabbitar complies with applicable laws and regulation in your jurisdiction.
You acknowledge and agree that the prices of blockchain assets are extremely volatile, subjective and have noninherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect Rabbitars, which may also be subject to significant price volatility. In addition, a lack of use or public interest in NFTs could negatively impact the potential utility or value of your Rabbitar. Each Rabbitar has no inherent or intrinsic value. We cannot guarantee that any purchasers of Rabbitars will retain their original value, as their value is inherently subjective and factors occurring outside of the Services may materially impact the value and desirability of any particular Rabbitar.
You acknowledge and agree that your Rabbitar exists only by virtue of the ownership record maintained on the Ethereum blockchain. Any transfer of your Rabbitar occurs within the Ethereum blockchain and not on the Service or Website.
You acknowledge and agree that any minting, sale, transfer, or other use or distribution of any Derabbitive NFT is entirely your own decision and entirely at your own risk, and that Playboy has no liability or responsibility of any kind in connection therewith.
Use of the Website and Services
You agree that you are responsible for your own conduct while accessing or using the Website or Services, and for any consequences thereof. You agree to use the Website or Services only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. You warrant and agree that your use of the Website or Services will not (and will not allow any third party to), in any manner, involve: (i) sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable or illegal content or content that infringes any third party intellectual property rights or rights of privacy or publicity; (ii) the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) the engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering); (iv) exploiting the Website or Services for any unauthorized commercial purpose; or (v) using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Website or Services, or to collect information about its users for any unauthorized purpose.
General Disclaimer and Limitation of Liability
While Playboy will use reasonable efforts to include accurate and up-to-date information on the Website, Playboy makes no warranties or representations as to the accuracy of the Content and assume no liability or responsibility for any error or omission in the Content. Furthermore, Playboy does not represent or warrant that use of any Content will not infringe rights of third parties. Playboy has no responsibility for actions of third parties or for content provided by others, including without limitation User Content.
USE OF THE WEBSITE IS AT YOUR OWN RISK. ALL CONTENT AND ACCESS TO THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER PLAYBOY NOR ANY OF PLAYBOY’S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS, OPERATORS, OR LICENSORS, MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE WEBSITE, THE CONTENT, ANY ADVERTISING MATERIAL, INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE WEBSITE, THE AVAILABILITY OF THE WEBSITE OR THE CONTENT THEREON, AND/OR THE RESULTS THAT MAY (OR MAY NOT) BE OBTAINED FROM ACCESS OR USE OF THE WEBSITE OR THE CONTENT. ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT, AND WARRANTIES THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, ARE SPECIFICALLY DISCLAIMED. PLAYBOY AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS, OPERATORS, AND LICENSORS ARE NOT RESPONSIBLE OR LIABLE FOR CONTENT POSTED BY THIRD PARTIES, ACTIONS OF ANY THIRD PARTY, OR FOR ANY DAMAGE TO, OR VIRUS OR MALWARE THAT MAY INFECT, YOUR COMPUTER EQUIPMENT, MOBILE DEVICE, OR OTHER PROPERTY. THE WEBSITE MAY CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD-PARTY INDIVIDUALS AND ORGANIZATIONS. PLAYBOY MAKES NO REPRESENTATIONS OR ENDORSEMENTS REGARDING THE ACCURACY, CURRENTNESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE WEBSITE. ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLAYBOY AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS, OPERATORS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE CONTENT OR ANY ERRORS OR OMISSIONS IN THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLAYBOY AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS OR LICENSORS SHALL NOT BE LIABLE FOR ANY AMOUNT FOR DIRECT DAMAGES IN EXCESS OF THE LESSER OF $100 OR THE AMOUNT YOU PAID TO USE THE WEBSITE. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.
PLAYBOY IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY.
You agree to indemnify, defend and hold harmless Playboy and its parent and affiliates, and each of their respective partners, suppliers, licensors, officers, directors, shareholders, members, employees, representatives, contractors and agents, and sub-licensees from any and all claims (including but not limited to claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys’ fees and court costs) in any and all jurisdictions arising from or relating to any allegation regarding: (1) your use of the Website; (2) the Website’s and/or Playboy’s use of any User Content or information you provide; (3) information or material provided through your registration account, even if not posted by you; (4) any violation of these Terms by you; and/or (5) any claims arising from your Permissible Work unless due to Playboy’s infringement of a third party’s intellectual property rights in the Metaverse Art in the exact form made available to you.
The Website is controlled, operated and administered by Playboy or its designees from offices within the United States. Playboy makes no representation that materials or Content available through the Website are appropriate or available for use outside the United States. Access to the Website is prohibited from territories where the Content is illegal. You may not use the Website or export the Content and/or User Content in violation of U.S. export laws and regulations. If you access the Website from a location outside the United States, you are responsible for compliance with all applicable laws.
Modifying These Terms
Playboy reserves the right to change these Terms at any time in their respective discretion and to notify users of any such changes solely by changing the Effective Date of these Terms. The most current version of these Terms will supersede all previous versions. Your continued use of the Website after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. Your use of the Website prior to the time these Terms were posted will be governed according to the Terms that applied at the time of your use.
Discontinuation of Service
Playboy may modify, suspend, discontinue or restrict the use of any portion of the Website, including the availability of any portion of the Content at any time, without notice or liability. Playboy may deny access to any registered member or other user at any time for any reason, or no reason at all in our sole discretion. In addition, Playboy may at any time transfer rights and obligations under these Terms to any Playboy affiliate, subsidiary or business unit, or any of their affiliated companies or divisions, or any entity that acquires Playboy, or any of its assets (including the Website).
Statute of Limitations
You agree to file any claim regarding any aspect of this Website or these Terms within six (6) months of the time in which the events giving rise to such claim began, or you agree to waive such claim. This statute of limitations provision does not apply to residents of New Jersey.
You may contact [email protected] to address any concerns you may have regarding the Website. We will attempt to resolve concerns quickly to our customers’ satisfaction. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Playboy and good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
For any dispute that is not subject to binding arbitration or otherwise as set forth in these Terms, you and Playboy agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Los Angeles County, California. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
These Terms and the relationship between you and Playboy shall be governed by the laws of the State of California without regard to conflicts of law provisions.
MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Playboy agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with Playboy as follows:
Initial Dispute Resolution. Most disputes can be resolved without resorting to litigation. You can reach us at [email protected] Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration (except with respect to the exceptions set forth below).
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Playboy will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Playboy will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in Los Angeles County in the State of California, United States of America, and you and Playboy agree to submit to the personal jurisdiction of any federal or state court in Los Angeles County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND PLAYBOY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes on a class basis.
Exception. Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights “intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to [email protected] with the subject line, “MANDATORY ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (a) the Effective Date of these Terms; or (b) the first date that you used the Website that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Playboy also will not be bound by them.
Changes to This Section. Any changes to this section will be made in the same manner as described in the section entitled “Modifying These Terms” above; however, such changes will only become effective sixty (60) days after the revised Effective Date of these Terms and will only apply prospectively to claims arising after the sixtieth (60th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Mandatory Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Website.
Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your account or the Website.
Force Majeure. The failure of the Website or Playboy to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of the Website or Playboy (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.
Severability. If for any reason any provision of these Terms is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected in that provision, and the remainder of these Terms shall continue in full force and effect.
No Waiver. Any failure of the Website to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.
No Third-Party Beneficiaries. You agree, except as expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Section Titles. The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect.
Termination. In the event of termination of these Terms for any reason, you agree the following provisions will survive: the provisions regarding limitations on your use of Content, the license(s) you have granted to the Website, the Disputes provisions, and all other provisions for which survival is equitable or appropriate.
Entire Agreement. These Terms constitute the entire agreement between you and the Website and supersede all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of these Terms will be binding unless made in writing and signed by Playboy. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, these Terms shall govern.
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