terms & conditions
1. ACCEPTANCE OF THE TERMS AND CONDITIONS
The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms”) constitute a legally binding agreement made between you, whether acting personally or on behalf of an entity (“you”) and Pineda Labs LLC, a Nevada limited liability company (the "Company", “we”, “us”, or “our”), concerning your access to and use of https://www.tykes.io/ (“Site”) as well as any other content, functionality, and services offered on or through the Site (collectively, the “Services”), whether as a guest, registered user, or Tykes NFT (as defined below) owner.
THESE TERMS CONSTITUTE AN AGREEMENT BETWEEN YOU AND THE COMPANY. HOWEVER, THESE TERMS ARE NOT AN AGREEMENT BETWEEN YOU AND ANY OTHER USERS OF THE SITE.
2. CHANGES TO THESE TERMS
We reserve the right in our sole discretion to modify, revise, or update these Terms. We additionally reserve the right to modify or discontinue, temporarily or permanently, the Services with or without notice. Any changes to these Terms or the Services become effective when posted onto the Site. We will notify you of any changes to these Terms by updating the “Last Updated” date at the beginning of these Terms. Please check this page periodically for changes. By continuing to access or use the Site, you agree to be legally bound by the changed Terms and Services.
3. NFT TERMS OF SALE AND USE
Owners of a “Tykes NFT”, a non-fungible token created by Company are additionally subject to the Tykes NFT Terms of Sale and Use (https://tykes.io/TermsOfSale). By minting, purchasing, using, or otherwise accepting a Tykes NFT you are agreeing to the terms and conditions set forth in the NFT Terms of Sale and Use. Please see the NFT Terms of Sale and Use for more information.
4. INTELLECTUAL PROPERTY RIGHTS
a. Site. The Site and its entire contents, features, and functionality (including but not limited to all information, software, smart contracts, source code, object code, text, displays, images, video, audio, and other technology associated with any NFTs, and the design, selection, and arrangement thereof) (the “Content”) and all intellectual property rights therein are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or propriety rights laws. Unless explicitly stated, you should assume that all Content is protected by copyright, trademark and other applicable intellectual property rights and may not be used except as permitted in these Terms. Company does not grant, by implication, estoppel, or otherwise, any license or right to use any Content or NFTs in a manner inconsistent with these Terms without the prior written consent of Company and/or any third party that may own additional intellectual property.
Except as provided in Section 4(b) herein and the NFT Terms of Sale and Use, nothing in these Terms will be deemed to grant you any rights in or to any intellectual property associated with, related to, or linked to any NFTs, NFT collections, or content on the Site. Please see the NFT Terms of Sale and Use for information related to any licenses associated with Tykes NFTs. Company reserves the right to modify or discontinue the NFTs and this Site (or any parts of any associated software or applications relating thereto) with or without notice at any time; provided, however, that Company will use reasonable efforts to provide advance notice of such action. Company (including, without limitation, its licensors) shall not be liable to You or any third party for any modification, suspension or discontinuance of the NFTs or this Site or any associated software, applications or functionality.
Any benefit to and goodwill in the Content arising from your use of the Content shall inure solely to the benefit of Company. You further agree not to, and shall not permit or facilitate any third party to (i) use any other name, trademark, or logo confusingly similar to the Content, (ii) apply to register or maintain any application or registration of any trademark or logo that is confusingly similar to the Content, (iii) take any action that would destroy or diminish the goodwill of any of the Content, or (iv) incorporate any of the Content in its corporate or trade name, or any domain name.
i. Non-Commercial License to NFT Art. Subject to your continued compliance with these Terms and so long as you own a Tykes NFT, Company grants you a non-exclusive, non-assignable, non-sublicensable, worldwide right and royalty-free revocable license to use, copy, and display the NFT Art (as defined in the NFT Terms of Sale and Use) associated with your Tykes NFT for your own personal, non-commercial use (e.g. physical or virtual display, social media display picture), including to create back-up copies of such NFT Art and a physical print out of the NFT Art, each to be retained only for so long as you own the associated Tykes NFT; and to sell or otherwise transfer the associated Tykes NFT consistent with the ownership of it (“Non-Commercial License”).
ii. Commercial License to NFT Art. In addition to the Non-Commercial License, so long as you continue to comply with these Terms and own a Tykes NFT, Company grants you a non-exclusive, non-assignable, non-sublicensable, royalty-free, worldwide, revocable license to use, copy, distribute, and display the NFT Art linked to your Tykes NFT for all lawful commercial purposes (e.g. manufacturing and selling physical merchandise such as prints and clothing; use in physical or digital media; use in metaverses and other immersive digital environments) (“Commercial License”). Your Commercial License includes the limited right to create derivative works of the NFT Art linked to your Tykes NFT in the following manner: (i) using portions of the character in the NFT Art, such as the face or full body in products or media, (ii) reformatting the NFT Art for a particular medium, (iii) making minor modifications to the NFT Art (e.g. appearance, color, clothing) so long as the NFT Art is not made to be substantially or confusingly similar to another Tykes NFT that you do not own, which determination shall be at the discretion of Company.
iii. Termination of License. The licensed rights granted to you shall automatically terminate if you sell, trade, donate, or otherwise transfer your Tykes NFT in any manner, or if your rights are terminated for any reason under Section 10 of these Terms. Upon any termination or revocation of your rights in this Agreement, you must cease all further use of the NFT Art.
iv. Trademarks. The license described herein does not include the right to, and you may not use, the “Tykes” trademark in connection with your exercise of the license in this Section. No trademark or other rights based on designation of source or origin are licensed to you.
v. Enforcement. Company reserves the right, but not the obligation to bring any enforcement action against any infringement of any rights to NFT Art. Any such action by Company is at its sole discretion. As the Owner of a Tykes NFT, you have the non-exclusive right to bring an action to enforce any such infringement of the NFT Art associated with your Tykes NFT.
5. PROHIBITED USER CONDUCT
You agree not to engage in any of the following categories of prohibited conduct in relation to your access and use of the Site: (i) intellectual property infringement, such as violations to copyright, trademark, service mark or patent, (ii) interaction with assets, listings, smart contracts, and collections that include metadata that may be deemed harmful or illegal, including (but not limited to): metadata that promotes suicide or self-harm, incites hate or violence against others, degrades or doxxes another individual, depicts minors in sexually suggestive situations, or raises funds for terrorist organizations, (iii) take action that is unlawful, threatening, harassing, deceptive, fraudulent, invasive of another’s privacy, or is otherwise inappropriate as determined by Company in its sole discretion, (iv) distribute, promote or otherwise publish any kind of malicious code, viruses of any kind, or any other item or communication that may cause harm to the Site or to another user’s system in any way, (v) reverse engineer any aspect of the Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, (vi) use any sort of automated means or interface not authorized to access the Site, extract data or otherwise interfere with or modify the rendering of site pages or functionality, and (vii) you agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Site
6. ASSUMPTION OF RISK
You agree that you assume the following risks: (A) To the extent there is a price or market for a blockchain asset such as NFTs, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, including your NFT, and there is no guarantee that your NFT will have or retain any value; (B) the commercial or market value of an NFT that you purchase may materially diminish in value as a result of a variety of things such as negative publicity; (C) there are risks associated with using an internet-native asset (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and internet connections and/or failures, the risk of malicious software introduction, smart contract breaches, and the risk that third parties may obtain unauthorized access to information stored within your cryptocurrency wallet or elsewhere, and Company will not be responsible for any of these, however caused; (D) Company does not make any promises or guarantees about the availability of any NFTs or that they will host NFTs at any specific location and/or for any specific period of time; (E) upgrades to the Ethereum blockchain or other blockchain, a hard fork or other change in the Ethereum blockchain or other blockchain, a failure or cessation of Ethereum or other blockchain, or a change in how transactions are confirmed on the Ethereum blockchain or other blockchain may have unintended, adverse effects on all blockchains using such technologies, including without limitation your NFTs; (F) Company does not make any promises or guarantees related to MetaMask Wallet or other cryptocurrency wallets, any blockchain or any other third parties related to your purchase and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (G) the risk of losing access to Your NFT due to loss of private/secret/recovery key(s), custodial error or purchaser error; (H) the risk of mining attacks; (I) the risk of hacking, security weaknesses, fraud, counterfeiting, smart contract exploits, cyber-attacks and other technological difficulties (J) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of your NFT; (K) the risks related to taxation; (L) that digital assets are not legal tender and are not back by any government; and (M) Company is not responsible for any transaction between you and a third party (e.g., Your transfer of an NFT to a third party), and Company shall have no liability in connection with any such transaction, and (N) that blockchain technology and digital assets are subject to many legal and regulatory uncertainties, and the Service and any related NFT could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments which would impede or limit your ability to continue to use and enjoy such technologies and digital assets. In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to purchase any NFT and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. Company cannot and does not represent or warrant that any NFT, or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in any NFT, or its supporting systems or technology, will be corrected. Company cannot and does not represent or warrant that any NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to any transactions on the Site.
7. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND ITS RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, CONTRACTORS, LICENSORS, OWNERS, AGENTS, INFORMATION PROVIDERS, LICENSEES, DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE TO YOU (WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE) FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO THE SERVICES, INCLUDING BUT NOT LIMITED TO THE TYKES NFTS, THE BLOCKCHAIN, METAMASK WALLET OR OTHER CRYPTOCURRENCY WALLET, LOSS OF INCOME OR PROFITS, LOSS OF REVENUE, LOSS OF DATA OR CONTENT, DAMAGES FOR BUSINESS INTERRUPTION, OR LOSS OR DECREASE IN VALUE OF ASSETS OR SECURITIES ARISING OUT OF ACCESS TO, USE OF, OR INABILITY TO USE THE COMPANY’S SITE, ANY INFORMATION CONTAINED ON THE SITE, ANY OFFERED SERVICES OR OUT OF THE BREACH OF ANY WARRANTY, OR CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, ERROR OF INFORMATION, INCORRECT INFORMATION, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO THE SITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL SUM PAID DIRECTLY BY YOU TO COMPANY FOR THE APPLICABLE SERVICES. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET OR WITH THE BLOCKCHAIN AND AGREE THAT COMPANY HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO COMPANY’S GROSS NEGLIGENCE. COMPANY IS NOT RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM USER ERROR SUCH AS FORGOTTEN PASSWORDS, FORGOTTEN SECRET/RECOVERY PHRASES, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; SERVER FAILURE OR DATA LOSS; CORRUPTED CRYPTOCURRENCY WALLET FILES; UNAUTHORIZED ACCESS TO DIGITAL ASSETS; OR ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORKS UNDERLYING THE DIGITAL ASSETS. NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH COMPANY DOES NOT CONTROL. COMPANY DOES NOT GUARANTEE THAT COMPANY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE SITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, COMPANY MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE SITE OR ANY PURPORTED TRANSFERS. COMPANY IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G. WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE TYKES NFTS. COMPANY IS NOT RESPONSBILE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE DIGITAL ASSETS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
8. DISPUTE RESOLUTION
This Section governs any and all dispute, controversy, or claim between you and the Company that arises out of or relates to: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Services, including any goods or services purchased or sold through, by, or using the Services; or (d) any other aspect of your relationship or transactions with the Company as a consumer or user.
Before initiating proceedings against the Company, you agree to contact the Company first and attempt to work out any such dispute amicably. If we’re unable to work out a solution amicably, both you and the Company agree to resolve through binding arbitration, rather than in court.
The Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), governs the interpretation and enforcement of this Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to this Arbitration Agreement, then that issue shall be resolved under and governed by the law of the Nevada.
9. GOVERNING LAW
These Terms shall be governed and construed in accordance with the laws of the state of Nevada without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have between us regarding the Service.
We may terminate or suspend access to our Services and Site immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, intellectual property, warranty disclaimers, indemnity, and limitations of liability
11. NO CLASS ACTION MATTERS
YOU AND COMPANY WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
You agree to indemnify and hold Company and its affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way related to your access to or use of the site, or your violation of these terms.
13. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
You are responsible for all applicable tax including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise. Company is not responsible for determining any taxes that may apply to your transactions.
15. ENTIRE AGREEMENT
This Agreement comprises the entire agreement between you and us relating to your access to and use of the Site, and supersedes any and all prior discussions, agreements, and understandings of any kind. Except as otherwise provided herein, this Agreement is intended solely for the benefit of you and the Company and is not intended to confer third party beneficiary rights upon any other person or entity.
16. CONTACT US
If you have any questions about these Terms, you can reach us at:
firstname.lastname@example.org, or contact us at or by mail to:
Pineda Labs LLC
375 East Warm Springs Road
Las Vegas, Nevada 89119