Last Updated: 12 November 2023

CRYPTOMOMENTS TERMS AND CONDITIONS

These Cryptomoments Terms and Conditions (the “Terms”) govern the terms and conditions of your (1) use and access to the Site and related services offered therethrough (“Site” means the website located at www.cyrptomoments.com or its sub-domains); and (2) purchase of certain NFTs or Hard Goods (each as defined below, collectively “Products”) offered by CM Labs, LLC. (“Cryptomoments “ or “we” or “us”) from time to time, including such Products offered in connection with the Site. These Terms constitute a binding agreement between us and you with respect to the subject matter hereof.

1. Documentation.

These Terms these terms and conditions, which are effective as of the date you access and use the Site or purchase Products from Cryptomoments, and our Privacy Policy made available at www.cryptomoments.com/privacy (“Privacy Policy”).

2. NFTs.

(a) NFT Offerings. From time to time, Cryptomoments may sell non-fungible tokens (“NFTs”). In some cases, any NFTs may be sold through one or more issuers such as blockchain-based applications. Our offering of NFTs is at all times subject to the additional terms and qualifications stated in the description of any NFTs or the smart contract terms thereof. Cryptomoments is not a blockchain platform and all use, storage, and transfer of any NFTs is at your own risk and responsibility.
(b) Ownership. If you purchase an NFT, you acquire all right, title, and interest in and to any NFT, including, the right to sell, transfer, assign, donate, or otherwise dispose of ownership of any NFT, subject to the terms and conditions of these Terms. Despite ownership of any NFT, you agree and acknowledge that Cryptomoments owns all right, title and interest in and to any computer code, artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, trade dress, copyright, recipes, formulas, and other materials that are associated with or otherwise represented by such NFT (“Work Product”) and all Intellectual Property Rights (defined below) in such Work Product. Cryptomoments grants you a limited, non-exclusive, non-transferrable, non-sublicensable right and license to display the Work Product for personal, non-commercial use or in connection with the sale or transfer of the applicable NFT. No other rights in Work Product or Cryptomoments’ Intellectual Property Rights therein are granted or implied by these Terms. You will not (and will not encourage or permit others to) modify, alter, or reverse engineer any Work Product or remove any proprietary notices or labels therefrom or attempt to or actually register or otherwise acquire any Intellectual Property Rights in the Work Product.
(c) Terms of Sale. All sales of NFTs are final and non-refundable/non-returnable. Once you have made a purchase of an NFT, you should promptly take the necessary steps to complete your transaction (e.g., activate or download any content or secure any seed phrase or corresponding private key). You may purchase NFTs using actual currency or cryptocurrency, at Cryptomoments’ discretion and availability. You may resell or otherwise transfer an NFT subject to applicable law and these Terms. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. Anyone receiving such NFTs from you agrees to and is bound by these Terms.
(d) Cryptomoments’ Rights and Obligations. You acknowledge and agree that Cryptomoments is not responsible for the website that hosts any Work Product or any blockchain or distributed ledger on which any NFT is recorded, or for repairing, supporting, replacing, or maintaining same. You further understand and agree that Cryptomoments has no obligation to maintain any link or other connection between any NFT and any Work Product.
(e) Crypto Assets. Cryptomoments does not store, send, or receive crypto assets, including tokens available on any blockchain. Any transfer of crypto assets occurs within the supporting blockchain, which Cryptomoments does not control. Due to rapidly changing pricing and fluctuating demand, increased regulation, and other variables, public blockchains and associated distributed ledgers can experience significant periods of network congestion, inconsistent, or slowed processing speeds, and unpredictable failures. As a result, transactions, including Your sale, assignment, donation, or other transfer of ownership of any NFT, may be: (a) irreversible, and losses due to fraudulent or accidental transactions may occur; and (b) recorded on a public blockchain’s distributed ledger at a time later than when You or Cryptomoments initiated the transaction involving any NFT.
(f) Internet Based Transfers. Certain risks associated with using an Internet based digital asset are inherent, including risks arising out of or relating to hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Your crypto wallet or other method of holding and transferring crypto assets. You agree not to hold Cryptomoments liable or responsible for any communication failures, disruptions, errors, distortions, inaccuracies, or delays that You may experience when conducting or otherwise engaging in any transactions involving any NFT or Work Product, regardless of how such transaction was initiated or completed.
(g) Regulations. Digital assets, including blockchain-based assets such as any NFT, are subject to developing statutes, regulations, rules, orders, treaties, and other laws worldwide. Such laws, and any updates or changes to them, may affect these Terms or its terms and conditions. If any laws cause these Terms, any provision of it, or any terms and conditions incorporated in it by reference, to become illegal or unenforceable, Cryptomoments shall not be deemed in breach of these Terms, and, at Cryptomoments’ option, Cryptomoments may terminate these Terms.
(h) Volatility; Securities; Taxes. The price and liquidity of blockchain assets, such as NFTs, are volatile and may be subject to large fluctuations that could materially and adversely affect the value, price, and other aspects of any NFT. The value of any NFT may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for any NFT, which may result in the potential for permanent and total loss of value of any NFT, should the market for any NFT disappear. The NFT is not intended to be a “security” under any Laws, including the Securities Act of 1933, Securities Exchange Act of 1934, or the Investment Company Act of 1940, each as amended. Accordingly, in no event shall any Cryptomoments NFT constitute an investment, or a security and you acknowledge and agree that any NFTs have no intrinsic value. You are responsible for any and all liability, including tax liability, that may arise in connection with your purchase, ownership, resale, and transfer of any Cryptomoments NFTs.
(i) AN NFT IS A DIGITAL ASSET. IT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK AND ITS ASSOCIATED DISTRIBUTED LEDGER. ANY TRANSFER OF TITLE TO ANY DIGITAL ASSET, SUCH AS AN NFT, OCCURS ON A PUBLIC BLOCKCHAIN’S DISTRIBUTED LEDGER WITHIN SUCH BLOCKCHAIN’S NETWORK, WHICH CRYPTOMOMENTS DOES NOT OWN OR CONTROL. ACCORDINGLY, CRYPTOMOMENTS MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES THAT CRYPTOMOMENTS OR ANY THIRD-PARTY MARKETPLACE CAN EFFECT TRANSFER OF ANY RIGHT, TITLE, OR INTEREST IN OR TO ANY NFT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THIRD-PARTY MARKETPLACES, INCLUDING ANY NFT. NOTWITHSTANDING ANY INDICATORS AND MESSAGES THAT MAY SUGGEST THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ANY NFT, CRYPTOMOMENTS MAKES NO CLAIMS CONCERNING, NOR ANY REPRESENTATION, WARRANTY, OR GUARANTEE PERTAINING TO, THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS AVAILABLE ON OR THROUGH ANY THIRD-PARTY MARKETPLACES, INCLUDING WITH RESPECT TO AN NFT OR ANY TRANSACTION THAT CRYPTOMOMENTS OR YOU MAY CONDUCT OR OTHERWISE ENGAGE IN ON OR THROUGH SUCH THIRD-PARTY MARKETPLACES.

3. Sales of Hard Goods.

(a) Agreement to Purchase. Cryptomoments may from time to time offer certain physical products such as books and other items (“Hard Goods.”). You agree to pay Cryptomoments for all fees and charges associated with your purchase of Hard Goods. You may purchase Hard Goods using actual currency or cryptocurrency, at Cryptomoments’ discretion and availability.
(b) Payments and Billing. You may be asked to provide customary billing information such as name, billing address and credit card or other payment information either to Cryptomoments or its third-party payment processor(s). You agree to pay Cryptomoments for any purchases of Hard Goods by one of the payment methods from time to time described on provided for on the Site, including the charging of the credit card account. You hereby authorize the payment and collection of any and all such amounts by the charging of the credit card, or via such other payment method provided by You, You acknowledge and agree that Cryptomoments may, in its sole discretion, directly charge such credit card account (or directly avail itself of such other payment methods) or may utilize the services of third party online payment processors or others to do so (for example, PayPal, Google Pay, Apple Pay, Amazon Pay, and the like). If you are directed to any third-party payment processor(s), you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices.
(c) Pre-Orders. Cryptomoments may from time-to-time offer pre-orders of certain Hard Goods (each a “Pre-Order”). The price of your Pre-Order will be confirmed in a “Pre-Order Confirmation” and the total price for purchase of such products will be confirmed in your “Final Purchase Order.” Any pricing provided to you in advance of the Final Purchase Order is only being offered to you as an estimate and is subject to change. Any pre-order price listed in the Pre-Order Confirmation will not include taxes, shipping, and official or government fees, which could amount to up to 10% or more of the Product(s) pre-order price. These fees will be calculated closer to the time of delivery and will be indicated on your Final Purchase Order. You are responsible for paying these additional fees. The Pre-Order Confirmation will be sent to you when you complete your pre-order through the Site or other means provided by us. It will describe the specifications and details of the Hard Goods, including deposit pricing and/or product pricing (excluding taxes, shipping, and official or government fees). The Pre-Order Confirmation will also confirm the deposit payment you have made as consideration for Hard Goods pre-ordered, which you acknowledge may not include all the fees or costs associated with the Hard Goods. The Final Purchase Order will be provided to you as your delivery date nears. It will include final pricing based on the Hard Goods identified in your Pre-Order Confirmation and will describe and identify any additional fees due, including shipping and taxes and/or other governmental fees. To complete your purchase for Hard Goods, you will be required to complete confirm Final Purchase Order and provide payment in full. We will issue you the Pre-Order Confirmation and Final Purchase Order based on the Product(s) you select at the outset of the pre-order process.
(d) Delivery. Shipping charges and expected delivery dates may appear in your Pre-Order Confirmation and/or your Final Purchase Order. Based on our service locations and your shipping address, we determine the shipping carrier for your order. Carriers may include, but are not limited to, the U.S. Postal Service (USPS), United Parcel Service (UPS), and FedEx. Occasionally, we may send your order in two or more shipments. You are responsible for all shipping fees as indicated in your Final Purchase Order.

4. Product Availability Returns.

You understand that we may not have completed the development of certain Products or begun manufacturing such Products at the time you entered these Terms and, therefore, we do not guarantee when your Product(s) will actually be delivered or that such Product(s) will be available at all. With respect to Hard Goods, your actual delivery date is dependent on many factors, including manufacturing availability. To secure your final payment and performance under the terms of these Terms, we will retain a security interest in the Hard Goods and all proceeds therefrom until your obligations have been fulfilled. Unless otherwise stated, all sales for Products are final and non-returnable.

5. Limitation of Liability.

We are not liable for any incidental, special or consequential damages arising out of these Terms or your use of the Site or purchase or acquisition of any Products.

6. Disclaimers.

ALL PRODUCTS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRYPTOMOMENTS HEREBY EXPRESSLY DISCLAIMS ANY ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER ARISING OUT OF TRADE USAGE, COURSE OF DEALING, STATUTE OR COMMON LAW, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE ABOVE, CRYPTOMOMENTS MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY PRODUCT OR ANY INFORMATION OR CONTENT DISPLAYED IN CONNECTION WITH ANY PRODUCT OR THAT PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT THIS SITE OR ANY PRODUCTS WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

7. Indemnification.

Without limiting any other provision of these Terms, You shall indemnify, defend, and hold harmless Cryptomoments, its parents, subsidiaries and affiliates, and its and their respective officers, directors, managers, members, employees, agents, representatives, successors, and assigns from and against any and all actual or alleged demands, allegations, claims, suits, actions, or other proceedings (collectively, “Claims”) and any related orders, awards, fines, penalties, settlements, costs, expenses, damages, liabilities, judgments, or other losses, including reasonable attorneys’ fees (collectively, “Losses”), that arise out of or are related to Your: (a) purchase, ownership, sale, assignment, donation, or any other transfer or use of, or interaction with and Products, including NFTs; (b) alleged or actual breach of these Terms; (c) alleged or actual violation of any applicable Laws in connection with any of Your uses of or interactions with the Products; or (d) fraud, misconduct, or other misrepresentation in connection with the Products. The above indemnities, however, do not apply to Claims or Losses arising solely from Cryptomoments’ fraud, gross negligence, or willful misconduct. You shall not settle or otherwise compromise any Claim without Cryptomoments’ prior written consent.

8. Intellectual Property.

The Site and the Work Product is protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site and Work Product, including all associated rights in patent, trademark, copyright, or other propriety or intellectual property (collectively “Intellectual Property Rights”), is the exclusive property of Cryptomoments and its licensors (hereinafter “Cryptomoments Intellectual Property”). You will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site. All trademarks, trade names, and source identifiers of Cryptomoments used on or in connection with the Site or Work Product are trademarks or registered trademarks of Cryptomoments. Trademarks, trade names, and any other source identifiers of third parties used on or in connection with the Site or Work Product are used for identification purposes only and may be the property of their respective owners. Nothing in these Terms grants, transfers or conveys, nor may be construed or operate as a grant, transfer, or conveyance, to any customer or any other person of any right, title, or interest in or to any of Cryptomoments Intellectual Property therein, including but not limited to any trademark, trade name, service mark or other proprietary identifying symbols used by us from time to time on or in connection with the Site or Work Product, or any feature or functionality thereof. No customer or other person may use any of Cryptomoments Intellectual Property without in each case first obtaining our prior written consent, which consent may be withheld in our sole and absolute discretion. All goodwill arising from or incident to any use of Cryptomoments Intellectual Property shall inure exclusively to us or our third-party licensors as applicable.

9. Limited License.

Cryptomoments grants you a limited, non-exclusive, non-transferable license to access and use the Site. You have no right to sublicense the license rights granted in this section. You agree not to use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Site, except as expressly permitted herein. No licenses or rights are granted to you by implication or otherwise to Cryptomoments Intellectual Property, except for the licenses and rights expressly granted herein.

10. Dispute Resolution.

If you reside in the United States, you and Cryptomoments agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Site (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights. You acknowledge and agree that you and Cryptomoments are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding. Further, unless both you and Cryptomoments otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Dispute Resolution section. The AAA Rules are available at https://www.adr.org/Rules. The Federal Arbitration Act will govern the interpretation and enforcement of this section. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Unless you and Cryptomoments otherwise agree, the arbitration will be conducted in Broward County, Florida, United States. If your claim does not exceed $10,000, then the arbitration will be conducted solely based on documents you and Cryptomoments submit to the arbitrator unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the Limitation of Liability section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

11. Notices.

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Cryptomoments (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
12. Controlling Law and Jurisdiction. These Terms and your use of the Site will be interpreted in accordance with the laws of the State of Florida and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Broward County, Florida or the United States District Court, Southern District of Florida located in Broward County, Florida for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision.

13. Severability.

If any provision of these Terms, or the application of such provision, is held invalid by a court of competent jurisdiction, the remainder of these Terms, and the application of such provision to persons, entities, or circumstances other than those with respect to which it is held invalid, shall not be affected.

14. Waiver and Enforceability.

The failure of Cryptomoments to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Cryptomoments . Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

15. Entire Agreement.

These Terms constitute the entire and exclusive understanding and agreement between Cryptomoments and you regarding your use of the Site and your pre-order activity and these Terms supersede and replace any and all prior oral or written understandings or agreements between Cryptomoments and you regarding such pre-order activity.

16. Assignment.

These Terms are neither assignable, transferrable nor delegable by you whether by operation of law or otherwise. Any attempt by you to assign, transfer, or delegate any of these Terms, will be null and void and of no effect. Cryptomoments may assign, transfer, or delegate these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the respective parties, their successors and permitted assigns.

17. How to Contact Us

If you have any questions regarding these Terms or our privacy practices described in our Privacy Policy, you can contact us at:

CM Labs, LLC
150 E. Palmetto Park Rd
Suite 550
Boca Raton, FL

Or by email at: info@cryptomoments.com