Terms of Service

RAND GALLERY 

TERMS OF USE AND SERVICE

Last Updated: 1st November 2022

These are the Terms of Use and Service (the “Terms”) by and between You, as the herein defined “User” and us, (“Rand Gallery,” “we,” “us”, or “our”). These Terms govern your use and access to the Rand Gallery and Instant Shuffle website(s) (together “Website”), any of our APIs or mobile applications (the “App”), our social media channels (like discord and twitter), and any other software, tools, features, or functionalities provided on or in connection with our services (collectively, the “Service” or the “Services”). 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.

BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

BEFORE USING OUR SERVICES, THE FOLLOWING CONTEXT IS HEREBY ACKNOWLEDGED AND AGREED BY YOU: 

Use of the Services is explicitly conditioned on your compliance with these Terms and accordingly we reserve the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include, without limitation: removing your ability to view certain NFTs on the Service or use our Service to interact with the NFTs; disabling your ability to use the Service in conjunction with buying/selling/transferring NFTs; removing your NFT collection from the Service; disabling your ability to access our Service; and/or other actions.

Rand Gallery is not a wallet provider, exchange, broker, financial institution, money services business, or creditor. We provide a peer-to-peer web3 service that helps users discover and directly interact with each other and NFTs available on the Services. We do not have custody or control over the NFTs or blockchains you are interacting with, and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains. 

Via the Instant Shuffle website, we also provide a technical tool for creators of NFTs to do a random primary sale of their NFTs to interested users. Rand Gallery is not the creator, seller or buyer of these NFTs but only a technology service provider to the creators of NFTs.

You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Service.

Rand Gallery reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

ASSUMPTION OF ALL RISK: YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE AUTHENTICITY, LEGITIMACY, IDENTITY, AND OTHER DETAILS ABOUT ANY NFT, COLLECTION, OR ACCOUNT THAT YOU VIEW OR OTHERWISE INTERACT WITH IN CONJUNCTION WITH OUR SERVICE. WE MAKE NO GUARANTEES OR PROMISES ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ANY NFT, COLLECTION, OR ACCOUNT ON THE SERVICE.

SECTION 1: DEFINITIONS

1.1. Except as otherwise provided or defined herein, the following terms are defined as follows: 

“Blockchain” in these Terms means the Algorand blockchain.

“Service Fees” in these Terms refer to the 2.5% fee charged on each sale on Rand Gallery, the 1% fee for each sale on Instant Shuffle and 0.42 Algo fee for including an instant shuffle on randgallery.com website.

“NFT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Algorand blockchain), which uses smart contracts to link to or otherwise associate with certain content or data.

“Person” in these Terms means any individual, sole proprietorship, joint venture, partnership, corporation, limited liability company, bank, association, cooperative, trust, estate, government, governmental, administrative or regulatory body, or other entity of any nature. 

“User” in these Terms means the Person using or accessing the Services. The User may also be referred to herein as: “user”, “you”, and “your.” If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

SECTION 2: ACCESSING AND USE OF THE SERVICES 

2.1. Permitted Uses; Blockchain Address and Wallet Required. The Service is reserved exclusively for lawful consumer entertainment and artistic purposes. A blockchain address and a third-party wallet is required to access the Service. Your account on the service (“Account”) will be associated with your blockchain address. Your Account will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. 

2.2. Wallet Security; No Liability. Wallets are not operated by, maintained by, or affiliated with Rand Gallery, and Rand Gallery does not have custody or control over the contents of your wallet. Rand Gallery accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or security details with anyone. You are solely responsible for your Account and any associated wallet, and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account.

2.3. Communication. By creating an Account or otherwise providing us with contact details and methods through the use of the Services, you consent to receive electronic communications from us (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. You agree to immediately notify us if any of your provided contact details or methods change.

2.4. Third-Party Content and Services. Through your use of the Services, you may explore NFTs created by third parties. Rand Gallery does not make any representations or warranties about this third-party content visible through our Service, including any content associated with NFTs displayed on the Service, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on Rand Gallery will always remain visible and/or available to be bought, sold, or transferred.

2.5. Purchase Terms by Third Party Creators; Service Fees. NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”). If Purchase Terms apply, you hereby explicitly acknowledge and agree that Rand Gallery is not a party to any such Purchase Terms, which are solely between the third-party and yourself, as buyer or seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms. Purchases made through the Service may also be subject to Rand Gallery Service Fees. Rand Gallery may change the Service Fees for any feature of the Service, including additional fees or charges, with or without advance notice to you. Before you pay any fees, you will have an opportunity to review and accept the fees that will be charged. 

2.6. Third Party Websites. The Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Rand Gallery and may be “open” applications for which no recourse is possible. Rand Gallery is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Rand Gallery provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.

2.7. Privacy Policy. Please refer to our Privacy Policy, which is hereby incorporated into these Terms by reference, for information about how we collect, use, and share personal data about you. By submitting personal data through our Service, you agree to the terms of our Privacy Policy, and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.

SECTION 3:

USER REPRESENTATIONS, WARRANTIES, CODE OF CONDUCT AND ADDITIONAL PROMISES

3.1. Age of Majority. All users must be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use the Services through a parent or guardian’s Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old.

3.2. Compliance; Embargoed and Sanctioned Jurisdictions. You represent and warrant that you will comply with all applicable laws including, without limitation, all local, state, federal and other laws when using the Service. You further agree that you will not violate any contract, intellectual property, or other third-party right and that you are solely responsible for your conduct and content while accessing or using the Service.  In addition, this means, without limiting the generality of the foregoing, that by using the Service, you represent and warrant that: (a) you are not located in, ordinarily a resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction“); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily a resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives are subject to Sanctions, or are located in, ordinarily a resident in, or organized under the laws of, any Embargoed Jurisdiction, or are owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that are located in, ordinarily a resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.

3.3. Cooperation. Rand Gallery may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, we, in our sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by us. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access to the Service.

3.4. User Code of Conduct. In addition to all other terms or conditions contained in these Terms, you will not under any circumstances:

(i) Use or attempt to use another user’s Account without authorization from such user;

Pose as another person or entity, or use a wallet to engage in a transaction related to or arising from use of the Services that is owned or controlled, in whole or in part, by any other person;

(ii) Claim a username for the purpose of reselling it, confusing others, deriving others’ goodwill, or otherwise engage in name squatting;

(iii) Access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;

(iv) Distribute spam, including through sending unwanted NFTs to other users;

(v) Use the Service in any manner whatsoever if such use, in Rand Gallery’s sole discretion, could damage, disable, overburden, or impair the functioning of the Service in any manner;

(vi) Bypass or ignore instructions that control access to the Service, including attempting to circumvent any systems of the Service through use of multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Rand Gallery;

(vii) Use our Service for commercial purposes inconsistent with these Terms or any other instructions;

(viii) Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;

(ix) Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;

(x) Sell or resell the Service or attempt to circumvent any of our fee systems;

(xi) Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that we might use to sort search results;

(xii) Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);

(xiii) Use the Service for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to Rand Gallery;

(xiv) Use the Service, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily a resident in, or organized under the laws of, any Embargoed Jurisdiction; or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily a resident in, or organized under the laws of, any Embargoed Jurisdiction.

(xv) Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments, including without limitation the use of the Service to create, sell, or buy NFTs or other items that give owners the rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;

(xvi) Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;

(xvii) Use the Service to list, buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;

(xviii) Use the Service to list or sell NFTs that include media which has been minted on other blockchains in addition to the Algorand blockchain;

(xix) Infringe or violate the intellectual property rights or any other rights of others;

(xx) Create or display content that is illegal, promotes illegal or harmful activities; is defamatory, obscene, pornographic, vulgar or offensive; is threatening or promotes/incites violence towards others, suicide or self-harm; promotes racism, discrimation or hatred; or promotes or supports terrorism or sanctioned countries or individuals;

(xxi) Create or display NFTs or other items that promote illegal or harmful activities; are defamatory, obscene, pornographic, vulgar or offensive; are threatening or promote/incite violence towards others, suicide or self-harm; promote racism, discrimation or hatred; or promote or support terrorism or sanctioned countries or individuals, or doxes another individual;

(xxii) Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, or encouraging or promoting any activity that violates the law or these Terms;

(xxiii) Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service;

(xxiv) Change the contact details or methods you have provided us without notifying us of the change. 

3.5. NSFW Content is not allowed. We do not allow users to post NSFW content.

3.6. Rights, Title and Authority. In addition to and in conjunction with the license grants you make to us under this Agreement, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described below in Section 3.9, and that the content does not violate any laws.

3.7. Taxes. You are solely responsible for assessing all Taxes owed, if any, for your use of the Service, including, but not limited to, tax liabilities associated with any sales of your NFTs. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required to collect and remit to governmental agencies, and other similar municipal, state, federal, national or other withholding and personal or corporate income taxes.

3.8. Non-Reliance. You are knowledgeable, experienced, and sophisticated in using and evaluating blockchain and related technologies and assets, including Blockchains, NFTs, Collectibles and “smart contracts” (bytecode deployed to a blockchain). You have conducted your own thorough, independent investigation and analysis of the Service and the other matters contemplated by these Terms, and have not relied on any information, statement, omission, representation, or warranty, express or implied, written or oral, made by or on behalf of Rand Gallery in connection therewith, except as expressly set forth by us in these Terms.

3.9. User Generated Content. The Service may permit Users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). For the avoidance of doubt, NFTs on Rand Gallery are User Content. You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service except those rights that you explicitly choose to waive. Without limiting the generality of the foregoing, and in addition to all other terms and conditions stated herein, you further agree and acknowledge the following: 

(a) License Grant to Rand Gallery. By Posting User Content to or via the Service, you grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. 

(b) Specific Rules for Photographs and Images. If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, Discord, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.

(c) Prohibition Against Posting Unauthorized  User Content. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Rand Gallery disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you make the following additional affirmations, representations, and warranties to us that:

(i) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Rand Gallery and Users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Rand Gallery, the Service, and these Terms; and

(ii) your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Rand Gallery to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties.

(d) DISCLAIMER: We are under no obligation to edit or control User Content that you or other Users Post and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content in our sole discretion, including pursuant to our judgment that it violates these Terms. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. We make no representations or warranties as to the quality, origin, or ownership of any content found in the Service. We will not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content. We will not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content. YOU AGREE TO WAIVE, AND DO WAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE OR MAY HAVE AGAINST RAND GALLERY WITH RESPECT TO USER CONTENT. If notified by a User or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Rand Gallery does not permit infringing activities on the Service.

SECTION 4: OWNERSHIP; LIMITED LICENSE

4.1. Ownership, In General. The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Rand Gallery logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Rand Gallery or our affiliates, licensors, or users, as applicable. You agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.

4.2. Our Intellectual Property. Rand Gallery’s name, logo, trademarks, and any product or service names, designs, logos, and slogans are the intellectual property of Rand Gallery or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, affiliation, or recommendation by Rand Gallery.

4.3. Limited License to Use Services. You are hereby granted a limited, nonexclusive, non-transferable, revocable, non-sublicensable, and personal license to access and use the Service provided, however, that such license is subject to your compliance with these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, revocable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT.

4.4. No Right to Unlimited Access or Use. Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that we, in our sole discretion, may elect to take. 

4.5. Denial of Access. Rand Gallery reserves the right to terminate your access to and use of the Service, in whole or in part, at any time, with or without notice, at Rand Gallery’s discretion for any or no reason. Rand Gallery reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion. NFTs or other materials uploaded to the Service may be subject to limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you acquire an NFT.

4.6. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Rand Gallery an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

ARTICLE 5: DMCA PROCEDURES

5.1. DMCA Compliance. Rand Gallery will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user’s access to the Service if the user is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please send an email to [email protected] or you may submit a written notice to our designated copyright agent at:

Ross Murray-Jones
Rand Gallery LLC 
8 The Green, Suite #13672, 
Dover, DE 19901
United States of America

For us to process your infringement claim regarding content on the Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Your takedown notices and/or other intellectual property infringement claims must be properly formatted, including, without limitation: 

Expeditiously upon receipt of a valid notice, we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on Service and can also contact you to resolve any dispute.

5.2. Repeat Infringers. It is our policy to: (a) remove or disable access to material that we believe in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Rand Gallery will terminate the accounts of users that are determined by us, in our sole discretion, to be repeat infringers. 

SECTION 6: INDEMNIFICATION 

6.1. Indemnification By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Rand Gallery, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Rand Gallery Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs (b) your violation or breach of any term of these Terms or applicable law, (c) your violation of the rights of or obligations to a third party, including another user or third-party, and (d) your negligence or willful misconduct. You agree to promptly notify Rand Gallery of any Claims and cooperate with the Rand Gallery Parties in defending such Claims. You further agree that the Rand Gallery Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND RAND GALLERY.

SECTION 7: DISCLAIMERS

7.1. USE OF SERVICE IS AT YOUR OWN RISK. YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND RAND GALLERY EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. RAND GALLERY MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY FOR WHETHER THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. RAND GALLERY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. RAND GALLERY WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE RAND GALLERY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, RAND GALLERY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE RAND GALLERY PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD RAND GALLERY RESPONSIBLE FOR ANY BREACH OF SECURITY.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED BY THE BLOCKCHAIN. ANY TRANSFERS OR SALES OCCUR ON THE BLOCKCHAIN. RAND GALLERY AND/OR ANY OTHER RAND GALLERY PARTY CANNOT AFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

NO RAND GALLERY PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO RAND GALLERY PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

7.2. No Professional Advice or Liability. All information provided by or on behalf of Rand Gallery is for informational purposes only and should not be construed as professional, accounting, or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Rand Gallery. Before you make any financial, legal, or other decisions involving the Service, you should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate. You must always use caution when giving out any personal or personally identifiable information to other Users or third-party linked websites through the Service. 

7.3. Disclaimers Specific to Blockchain Technology. To the maximum extent permitted by applicable law, and notwithstanding anything otherwise expressly provided herein, Rand Gallery disclaims any and all liability related to the following:

(a) Use of Blockchain Technology. The Service utilizes experimental cryptographic and blockchain technologies, including tokens, cryptocurrencies, “smart contracts,” consensus algorithms and distributed, decentralized or peer-to-peer networks or systems in providing the Service. You acknowledge and agree that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto. To the maximum extent permitted by applicable law, Rand Gallery disclaims any and all liability related to the foregoing.

(b) Risks of Smart Contract Technology. NFTs and the content embodied therein and other digital assets relevant to the Service depend on smart contracts deployed to the Blockchain, and some may be coded or deployed by persons other than Rand Gallery. Once deployed, the code of smart contracts cannot be modified. In the event that applicable smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of the Blockchain, you may be exposed to a risk of total loss and forfeiture of all NFTs and other relevant digital assets.

(c) Prices. NFTs and other related digital, cryptocurrency assets have historically been subject to dramatic fluctuations and are highly volatile. You accept all risk associated with such fluctuation and volatility. 

(d) Regulatory Uncertainty. The underlying nature of the Service and its related Blockchain technologies, in addition to the NFTs made available by other Users, are subject to many legal and regulatory uncertainties. The Service and the NFTs and your use and interaction with the same could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies.

7.4. Disputes with Users. If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

7.5. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL RAND GALLERY OR ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF RAND GALLERY OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF RAND GALLERY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR ANY RAND GALLERY PRODUCTS OR SERVICES EXCEED THE LOWER OF (A) $1000.00 OR (B) THE AMOUNT RECEIVED BY RAND GALLERY FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

SECTION 8: MODIFICATION OF TERMS

8.1. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately and will be identified by a new Last Updated date at the beginning of these Terms. We may require that you accept the modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. It is your sole responsibility to review the Terms and understand modifications to these Terms as they may be updated from time to time.

SECTION 9: DISPUTE RESOLUTION

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND RAND GALLERY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

9.1. Dispute Resolution and Arbitration Agreement. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. Disputes shall be resolved in accordance with the applicable provisions of the American Arbitration Association (“AAA”). It requires you to arbitrate disputes with Rand Gallery and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. Rand Gallery does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Rand Gallery, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (1) you or Rand Gallery may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or Rand Gallery may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.

9.2. Dispute resolution process. You and Rand Gallery both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: 

NOTICES FOR ARBITRATION

Ross Murray-Jones
Rand Gallery LLC 
8 The Green, Suite #13672, 
Dover, DE 19901
United States of America

The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Rand Gallery may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Rand Gallery must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. 

9.3. Fees. Payment of any fees will be decided by the rules of the AAA. Any arbitration hearing will take place at a location to be agreed upon in the county and state of your residence or billing address, but if the claim is for US $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a nonappearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence or billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Rand Gallery for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

9.4. Waiver of Jury Trial. YOU AND RAND GALLERY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. 

9.5. Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. 

SECTION 10: MISCELLANEOUS 

10.1. Governing Law and Venue. These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of law rules or principles of any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section 9 or cannot be heard in small claims court, shall be resolved in the state or federal courts in the State of Delaware, and the United States, respectively, sitting in the State of Delaware.

10.2. Termination. If you breach any of the provisions of these Terms, all licenses granted by Rand Gallery will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account or the NFT collection you listed and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

10.3. Severability. If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

10.4. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Rand Gallery for which monetary damages would not be an adequate remedy and Rand Gallery shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

10.5. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

10.6. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by Rand Gallery hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

10.7. Survival. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Rand Gallery or you. Termination will not limit any of Rand Gallery’s other rights or remedies at law or in equity.

10.8. General Terms. These Terms constitute the entire agreement between you and Rand Gallery relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Rand Gallery, and Rand Gallery’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

The Service is operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and Rand Gallery agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.