TERMS AND CONDITIONS
The Metaverse Basketball Association, LLC (“The Hooperverse”) celebrates representation, inclusivity and equal opportunities for all, through its community, Web3 initiatives and collections of non-fungible tokens (“NFT”) based on the Ethereum blockchain to which are attached visual assets representing unique, powerful and diverse hoopers (“The Aliens of The Hooperverse NFT”)
These terms and conditions (“Terms”) rule the relationship between The Hooperverse and any person (“User”, “You”) accessing and/or using The Hooperverse’s website (“The Hooperverse Website”).
Please read these Terms carefully before using The Hooperverse Website and entering the Hooperverse!
1 CONDITIONS OF USE OF THE HOOPERVERSE WEBSITE
THE HOOPERVERSE WEBSITE IS INTENDED TO USERS WHO ARE AT LEAST EIGHTEEN (18) YEARS OLD. THUS, BY USING THE HOOPERVERSE WEBSITE, YOU CONFIRM THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND YOU ARE DEEMED TO HAVE READ AND ACCEPTED THESE TERMS EXHAUSTIVELY AND UNCONDITIONALLY.
IF THE USER IS UNDER EIGHTEEN (18) YEARS OLD, THE USER UNDERTAKES TO OBTAIN THE PRIOR AND EXPRESS CONSENT OF HIS/HER PARENT OR LEGAL GUARDIAN TO USE THE HOOPERVERSE WEBSITE AND TO REVIEW THE TERMS WITH THEM. THE PARENT OR LEGAL GUARDIAN OF A USER UNDER EIGHTEEN (18) YEARS OLD UNDERTAKES TO ABIDE BY THESE TERMS AND ACKNOWLEDGES TO BE RESPONSIBLE FOR THE ACTIVITIES OF THE USER ON THE HOOPERVERSE WEBSITE.
IN CASE OF DISAGREEMENT, IN WHOLE OR IN PART, WITH THESE TERMS, YOU MUST IMMEDIATELY CEASE ANY AND ALL USE OF THE HOOPERVERSE WEBSITE.
2 AMENDMENT TO THE TERMS
The Terms may be updated from time to time as The Hooperverse may deem necessary or useful.
In the event you do not agree to the Terms, including as amended, you shall cease any and all utilization of The Hooperverse Website and related Services.
3 ACCESS TO THE HOOPERVERSE WEBSITE
You are personally responsible for setting up the IT and telecommunications resources required to access The Hooperverse Website and use the Services. You shall bear the cost of telecommunications when accessing the Internet using The Hooperverse Website.
The Hooperverse reserves the right to, without notice nor compensation, temporarily or permanently, close The Hooperverse Website or access to one or more Services in order to perform maintenance operations. The Hooperverse may carry out any changes and improvements to The Hooperverse Website and Services that it deems necessary.
4.1 General Services
The Hooperverse Website gives you access to functionalities, features and services related to The Aliens of The Hooperverse NFT collections and community (the “Services”).
Access to some Services may only be available to the holder of The Aliens of The Hooperverse NFT and require proof of ownership by connecting a supported blockchain-based digital wallet to The Hooperverse Website (“Digital Wallet”).
Digital Wallets are third-party products and services that are not affiliated, in any way whatsoever, with The Hooperverse nor in its custody or control. Access and use of Digital Wallets are at the User’s own risk and discretion and subject to their own applicable terms.
You are the sole responsible for your Digital Wallet security, including associated passwords, seed words, and keys. The Hooperverse shall not, in any event whatsoever, be held responsible for any risk associated with your access and/or use of a Digital Wallet. In the event you lose or can no longer access your Digital Wallet, The Hooperverse cannot retrieve your Aliens of The Hooperverse NFT from your Digital Wallet.
4.2 NFT primary sale Services on The Hooperverse Website
The Hooperverse Website may give you access to primary sales of The Aliens of The Hooperverse NFT through one or several of the following access rights: free mint for holders of The Aliens of The Hooperverse NFT, allow list and/or public sale.
You will be required to connect your Digital Wallet to The Hooperverse Website in order to, depending on the rights you have been granted on the primary sale, (i) where applicable, confirm your current ownership of The Aliens of The Hooperverse NFT, and/or (ii) where applicable, transfer to The Hooperverse the applicable purchase price, and (iii) receive the NFT you acquired.
Applicable purchase price of The Aliens of The Hooperverse NFT are set forth on The Hooperverse Website and are binding at the time of purchase. All sales are made in Ethereum (ETH). Additional fees (including gas fees) may be required at the time of purchase to complete the sale. The Hooperverse does not monitor nor benefit from these fees.
The Hooperverse will directly transfer The Aliens of The Hooperverse NFT you acquired to the supported Digital Wallet you connected to The Hooperverse Website, depending the case and where applicable, upon confirmation of ownership of a The Aliens of The Hooperverse NFT or upon receipt of the corresponding purchase price.
All sales completed on The Hooperverse Website are final. Pursuant to applicable law, you acknowledge that no withdrawal, return and/or refund rights may apply.
4.3 NFT secondary sale on third-party platform
User may resell and/or purchase The Aliens of The Hooperverse NFT on third-party platforms as part of secondary sales.
Platforms dedicated to secondary sales are third-party services that are not affiliated with The Hooperverse and which access and use are at user’s own risk and discretion and subject to their own applicable terms.
The Hooperverse may benefit from a percentage of the resale price of your The Aliens of The Hooperverse NFT, as set forth on The Hooperverse Website and subject to the third-party platform’s policy on which the resale is completed.
You undertake to only resell and/or purchase The Aliens of The Hooperverse NFT on third-party platforms that (i) cryptographically verify each NFT owner’s rights to display and list a The Aliens of The Hooperverse NFT for sale, to ensure that only the actual owner of this NFT can proceed with its resale, and (ii) provide for a percentage of the resale price to be automatically granted to The Hooperverse upon resale.
By reselling and/or purchasing The Aliens of The Hooperverse NFT on an authorised third-party platform, you agree to abide by these Terms.
5 INTELLECTUAL PROPERTY
5.1 Digital ownership of The Aliens of The Hooperverse NFT
By purchasing, owning, reselling and/or using, in any way whatsoever, a The Aliens of The Hooperverse NFT, you are deemed to have read and agreed to abide by the digital ownership assignment agreement available on The Hooperverse Website: Digital Ownership Agreement. In case of contradiction between these Terms and the Digital Ownership Agreement with regard to intellectual property rights on The Aliens of The Hooperverse NFT and associated visual asset, the Digital Ownership Agreement shall prevail.
Property of The Hooperverse
The HooperverseWebsite and its content are the exclusive property of The Hooperverse. The Terms shall under no circumstances be interpreted as a transfer of any of The Hooperverse’s rights of any kind, except as provided in the Digital Ownership Agreement.
Any content not provided by the User or expressly licensed and/or assigned by The Hooperverse, including data, functionality, text, names, designations, images, photographs, graphic elements, visual assets, logos, trademarks, sounds, files, technologies, know-how, and, more generally, all intellectual property rights relating to The Hooperverse Website and its content, are the exclusive property of The Hooperverse (“Hooperverse Property”).
None of the Hooperverse Property shall be downloaded, extracted, copied, modified, deleted, distributed, transmitted, broadcast, sold, rented, conceded or exploited in any way whatsoever, except as expressly authorized in these Terms or by prior and written consent of The Hooperverse.
6 UNDERTAKINGS OF THE PARTIES
6.1 Users Undertakings
Users shall not, directly or indirectly, without being expressly authorized by these Terms and/or the Digital Ownership Agreement, or by prior and written consent of The Hooperverse, in any way whatsoever:
(I) copy, modify, communicate, transmit or create any derivative work, use, commercialize or reproduce all or part of The Hooperverse Website and/or Hooperverse Property, and related intellectual property rights of The Hooperverse, or register or attempt to register any trademark or copyright or otherwise acquire additional intellectual property rights in or to any Hooperverse Property; use The HooperverseWebsite or any Hooperverse Property to create, endorse, support, promote or condone any content, material or speech that is, or may be deemed to be by The Hooperverse at its sole discretion, defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate; and, in general, access, download, upload, share, communicate any content and/or use The Hooperverse Website or Hooperverse Property in a way that may infringe the rights, including intellectual property rights, of The Hooperverse or third parties, damage the reputation, rights and interests of The Hooperverse, or falsely suggest an affiliation with or endorsement by The Hooperverse.
(II) decompile, disassemble The Hooperverse Website, reverse engineer or attempt to discover or reconstruct the source code, the ideas on which it is based, the algorithms, the file formats or the programming or interoperability interfaces of The Hooperverse Website except to the extent permitted by the legislation in force, in any manner whatsoever. In the event the User wishes to obtain the information necessary to implement the interoperability of The Hooperverse Website with other software developed or independently acquired by the User, for use in accordance with the destination of The Hooperverse Website, the User undertakes, before relying on a third party, to first consult The Hooperverse which may provide the necessary information for the implementation of such interoperability. The User acknowledge that, where appropriate, the exact cost generated internally at The Hooperverse for providing this information will be invoiced by The Hooperverse to the User;
(III) proceed alone, or with help of a third-party service provider, to the correction of any errors in The Hooperverse Website in order to make it conform to her/his own purposes, The Hooperverse alone reserving for itself the exercise of this right in accordance with exceptions provided by legislations in force; or integrate or combine The Hooperverse Website with other software or documents or create composite or derivative works with help of all or parts of The Hooperverse Website;
and, in general, violates any law or regulation, or make any use of The Hooperverse Website, Services or Hooperverse Property that may be deemed contrary to public order or unfair.
6.2 Undertakings of The Hooperverse
The Hooperverse endeavors to (i) act honestly, fairly and professionally, (ii) communicate with the holders of The Aliens of The Hooperverse NFT in a fair, clear and not misleading manner, (iii) prevent, identify, manage and disclose any conflicts of interest that may arise, (iv) maintain all of its systems and security access protocols to appropriate standards of applicable laws and regulations, and, in general (v) act in the best interests of the holders of The Aliens of The Hooperverse NFT and treat them equally, unless provided otherwise on The Hooperverse Website or any other marketing communications of The Hooperverse.
7.1 The Hooperverse Website security
The Hooperverse shall make its best efforts to deploy the necessary resources to ensure Users’ access to and effective operation of The Hooperverse Website twenty-four hours a day (24/24h) and seven days a week (7/7). However, given the limitations related to the Internet, The Hooperverse cannot exclude that access and operation of The Hooperverse Website may be interrupted, in particular in event of force majeure, malfunction of the Users’ equipment, malfunctions of the Users’ Internet networks and/or maintenance operations designed to improve The Hooperverse Website.
The User hereby represents, warrants, and agrees that, when accessing and/or using The Hooperverse Website and Services, the User shall refrain from any act and/or omission which could, in any way whatsoever (i) jeopardize the security of The Hooperverse Website; (ii) attempts, in any manner, to obtain passwords or other security information from any other User; (iii) violates the security of any computer network, or cracks any passwords or security encryption codes; (iv) runs any processes that interfere with the proper working of The Hooperverse Website and Services; (v) disturb, hinder and/or prevent the proper functioning of The Hooperverse Website and Services by actions or omissions of any kind whatsoever (notably by downloading viruses or malicious code whatsoever or by performing hacking activities of any nature or that otherwise interfere with the proper functioning of The Hooperverse Website and Services).
7.2 Malicious third parties
Please be aware that malicious third parties may offer for sale NFT counterfeiting Hooperverse Property and/or falsely act as affiliated to or endorsed by The Hooperverse. In case of doubt, please contact The Hooperverse in accordance with Article 12 below.
Your interactions with these third parties are at your own risks and discretion. The Hooperverse is not responsible, in any way whatsoever, for any act or omission of said malicious third parties nor any adverse consequence to your interactions with them.
The Hooperverse offers Services related to crypto-assets (NFT) that are unique and not fungible with other crypto-assets. Each The Aliens of The Hooperverse NFT is unique and exclusive to its owner.
The Hooperverse is not a provider of digital asset services including, but not limited to, services regarding initial coin offering; custody of digital assets on behalf of third parties or access to digital assets for the purpose of holding, storing and transferring digital assets; the purchase and sale of digital assets in legal tender; the exchange of digital assets for other digital assets; the operation of a digital asset trading platform; or any services related to third party order reception and transmission, third party portfolio management, advice, underwriting, guaranteed placement and unguaranteed placement.
The Hooperverse does not provide asset intermediation services including, but not limited to, services related to the offer, to clients or potential clients, to acquire rights on one or more assets on the basis of the possibility of a direct or indirect financial return or similar economic effect.
In this regard, the User hereby represents, warrants, and agrees that any use of The Hooperverse Website and Services, including any purchase of aThe Aliens of The Hooperverse NFT, is made for its sole personal collection, use and enjoyment. User shall refrain from any act and/or omission which could, in any way whatsoever, be interpreted as or suggest that (i) the User is accessing or using The Hooperverse Website and/or Services, including purchasing a The Aliens of The Hooperverse NFT, for speculative or investment purposes, for use as a substitute for currency or other medium of exchange, or for resale or redistribution, or that (ii) accessing or using The Hooperverse Website and/or Services, including purchasing a The Aliens of The Hooperverse NFT, may constitute an opportunity to gain economic benefit or profit, or an investment, equity, or other ownership or profit-sharing interest in The Hooperverse or its affiliates or business partners of any kind. In this regard, The Hooperverse makes no warranties whatsoever with regard to any future value or resale price of The Aliens of The Hooperverse NFT.
You are the sole responsible for your compliance with applicable laws and regulations, including tax obligations in relation with NFT and cryptocurrencies. Please be aware that changes in applicable laws and regulations may impact the Services and your rights and obligations regarding your The Aliens of The Hooperverse NFT.
9 WARRANTY AND LIABILITY
It is expressly agreed that The Hooperverse obligations under these Terms are obligations of means. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE USER EXPRESSLY ACKNOWLEDGES THAT THE HOOPERVERSE WEBSITE, SERVICES, INCLUDING THE ALIENS OF THE HOOPERVERSE NFT, ARE PROVIDED BY THE HOOPERVERSE “AS IS”. OTHER THAN AS PROVIDED IN THESE TERMS AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE HOOPERVERSE MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES.
The Hooperverse makes no warranties whatsoever, regarding The Hooperverse Website, the Services, and any transaction involving, in whole or in part, The Aliens of The Hooperverse NFT and/or cryptocurrencies, including, but not limited to, with regard to any risk associated with The Aliens of The Hooperverse NFT, such as, risk of failure to transfer the NFT to the User due to an error, such as forgotten passwords, mistyped addresses or incorrectly constructed transactions, mining attacks, cybersecurity attacks, blockchain malfunctions or other technical errors, telecommunications failure, unfavorable regulatory determinations or actions in one or more jurisdictions (including with respect to NFTs and/or cryptocurrencies), taxation of NFTs or cryptocurrencies, personal information disclosure, uninsured losses, unanticipated risks, volatility risks, server failure or data loss, corrupted or otherwise inaccessible digital wallets, unauthorized access, inability to access, transfer or display the NFT, risks arising from third-party providers, including third-party providers that may mint and/or store the NFT, and any damages arising from any unauthorized third-party activities, including without limitation the introduction of viruses or other malicious code, phishing attacks, sybil attacks, fifty-one percent (51%) attacks, brute forcing changes to the protocol rules of the blockchain (i.e., “forks”), or other means of attack that may affect, in any way, the NFT.
The Hooperverse does not warrant that the User’s access and use of The Hooperverse Website and the Services will be uninterrupted, timely and free from errors, malfunctions, viruses and malicious codes of any kind whatsoever. No information provided on The Hooperverse Website is ever guaranteed in any way whatsoever.
The User expressly acknowledges and accepts that electronic communications may not be free from interferences with third parties. The Hooperverse shall in no event be liable for any damages, losses, costs, expenses and loss of profit, of whatever nature and kind, resulting from or arising out of such interference with third parties through the Internet network.
The User shall indemnify, defend and hold The Hooperverse, and its directors, officers, employees, and agents (collectively, "The Hooperverse Claimants") harmless from and against any and all claims, liabilities, judgments, awards, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees), arising out from (i) any breach by the User, or any of its respective employees or agents if any, of this Terms or of any warranty, representation, covenant or obligation contained herein; (ii) any infringement or alleged infringement on the part of The Hooperverse Claimants in connection with any and all use of The Hooperverse Website, Services and/or The Aliens of The Hooperverse NFT by the User. The Hooperverse undertakes to promptly notify the User in writing of the claim or suit or any claim of infringement.
9.3 Limitation of liability
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT DAMAGES CAUSED TO THE OTHER PARTY IN RELATION TO ACCESS AND/OR USE OF THE HOOPERVERSE WEBSITE AND/OR THE SERVICES.
10.1 Breach of Terms
If the User’s utilization of The HooperverseWebsite is deemed in breach of the Terms, whether as a result of a substantial violation or repeated minor violations, The Hooperverse reserves the right to limit, suspend or terminate, temporarily or permanently, as of right, without any indemnification, compensation or refund whatsoever being owed and without any prejudice to any legal action that The Hooperverse may be entitled to, the User’s access to The Hooperverse Website and/or the Services available to the User. The Hooperverse shall inform the User, without undue delay, of its decision to suspend or limit the User’s rights and may, at its discretion, decide to restore the User’s rights.
10.2 Third party content
The Hooperverse Website may display hypertext links redirecting the User to third party websites and/or applications. The Hooperverse shall not be held liable, in any way whatsoever, in respect of any hypertext links to third parties that may be accessible on The Hooperverse Website. In this respect, please note that The Hooperverse neither has any control over the content published by such third parties nor monitors such content. As a result, The Hooperverse shall in no event be held liable in respect of any content published by third parties whatsoever. The User is hereby invited to duly read the terms and conditions governing third-party websites and applications that the User may access by clicking on hypertext links displayed on The Hooperverse Website and related website pages.
In the event that any content posted on The Hooperverse Website does not comply with these Terms and/or infringes applicable legal and regulatory provisions, in particular because it constitutes manifestly unlawful content (e.g., defamatory, denigrating or infringing on the User's intellectual property rights), any User may report such infringement by contacting The Hooperverse in accordance with Article 12.
The Hooperverse may transfer all or part of its rights and obligations under these Terms to any entity, affiliate, subsidiary or third-party, including, but not limited to, in case of merger, division, partial asset transfer or full or partial business disposal. The User shall not transfer all or part of its obligations under these Terms, in any way whatsoever, without the express prior written agreement of The Hooperverse.
In the event any one or more of the provisions of these Terms are unenforceable, it shall be stricken from the applicable document, but the remainder of the Terms shall be unimpaired. The provisions declared unenforceable shall be replaced by the provisions that are closest in meaning and scope to the initial provisions.
10.5 Electronic communication
In accordance with applicable law, the User acknowledges and agrees that information exchanged between the User and The Hooperverse in electronic format (notably by email) shall be deemed valid means of proof, equivalent to information in paper format.