Non-Fungible Art, Inc. (“NFA”) is the sponsor and exclusive distributor of the various services and/or products including, but not limited to, any non-fungible tokens (commonly and hereafter referred to as “NFT”) available on this or any other authorized affiliated site to complete an NFT acquisition.

All “Collections” and “Partner” category of images shown (or other depicted images throughout the site) are either the registered trademarks of its respective owners, used with permission or used for reference purposes only and, except as modified through terms of a specific NFT transaction where applicable, all other rights are expressly reserved.  Similarly, the design, look, style, colors, likeness, textual descriptions, names, and images depicting our “Collection” and/or “Partners” or other site artistic works including, but not limited to, the depictions of any characters, color patterns, backgrounds, accounts, and any other form of
images are the trademarks and/or copyrights of its respective owners and/or used with permission of the artist/owner or for identification reference purposes only and, except as modified through terms of a specific NFT transaction where applicable, all other rights are expressly reserved. 

All other aspects of any NFA™-associated NFT, its terms, descriptions, accounts, and its computer coding including, but not limited to, the so-called smart contract related thereto are the copyright of Non-Fungible Art, Inc. ©2022 – used with permission and except as specified through terms of a specific NFT transaction, all other rights are expressly reserved. 

By the act of purchasing or otherwise acquiring, or accepting (through transfer, prize, gift, reward, or by any other means), a unique NFT created by, on behalf of, or in association with NFA, either through an initial transfer from NFA (or an NFA affiliated entity) or any subsequent transfer from a prior owner of the same NFT, you also agree to be bound by these Digital Collectible Acquisition Terms and Conditions by and between you and NFA (these “Terms”).

To review other information also governing other terms, conditions, rights, and limitations that may apply to you, at the end of this site select and review links to” “Terms of Service”, “Privacy Policy”, or “Official Sweepstakes Rules”.

PLEASE NOTE THAT THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS TO RESOLVE ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND NFA (AND, IF APPLICABLE, NFA’S PARTNERS OR LICENSORS), RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OF ANY KIND. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS, YOU MAY OPT-OUT OF THE ARBITRATION PROVISION WITHIN THIRTY (30) DAYS BY FOLLOWING THE INSTRUCTIONS PROVIDED AT THE END OF THE DISPUTE RESOLUTION SECTION BELOW.

ACQUISITION AND RIGHTS GRANTED

1. The NFT is a unit of data, which may be part of a series of such data units, created by or on behalf of NFA, that resides only on the blockchain and is specifically associated with certain limited rights regarding one or more works of authorship owned or controlled by NFA (“Digital Content”) such that, if you own the NFT, only you can access such Digital Content through the NFT pursuant to these Terms [each NFT combined with the right to access the Digital Content associated with such NFT (subject to the terms and conditions of these Terms) shall be collectively referred to as the “Digital Collectible”]. It is important to understand, and you hereby acknowledge and agree, that the NFT is separate from the Digital Content associated with it; the NFT itself is sold or otherwise transferred to you and, by owning the NFT, you receive the rights to access the Digital Content through the NFT, subject to and in accordance with these Terms. The Digital Content is neither stored nor embedded in the NFT but is accessible through the NFT, subject to compliance with these Terms.
2. Subject to your continuing compliance with these Terms, NFA hereby grants to you, to the extent of NFA’s rights in the Digital Content, and solely for so long as you own the NFT, the worldwide, non-exclusive, revocable, conditionally transferable, non-assignable, non-sub-licensable worldwide right to access, view, and/or display the Digital Content associated with the purchased NFT as part of the Digital Collectible, solely for your own personal, non-commercial use. Except as expressly set forth herein, all rights in the Digital Content are expressly reserved by NFA and its affiliated entities or licensors related to any particular content; and your purchase of the NFT does not include any rights to the Digital Content itself, except as expressly provided in these Terms or specific provisions of a Terms of Sale. Without limiting the foregoing, and for the avoidance of doubt, your ownership, possession, or control of the NFT does not provide any ownership rights, copyright, or other intellectual property rights, title, or similar interest in any Digital Content.
3. In connection with the Digital Collectible, you may not, nor may you permit any third party to, do or attempt to do any of the following without NFA’s express prior written consent in each case: (i) modify the Digital Content associated with the Digital Collectible in any way, including, without limitation, the sounds, shapes, words, designs, drawings, attributes or color schemes; (ii) use the Digital Content associated with your Digital Collectible, including the name, likeness, image or persona of any individual or character associated with such Digital Content (“Persona”), or any other elements of the Digital Content, to advertise, market, promote, or sell any product or service or otherwise use the Digital Content or any Persona associated with your Digital Collectible for your or any third party’s commercial purpose or benefit including, without limitation, so-called “Memes” or as background to any other form of social or mainstream media posted content or commentary; (iii) use the Digital Content or any Persona associated with your Digital Collectible in connection with images, videos or other forms of media that depict hatred, intolerance, violence, cruelty, political matters, X-rated material, nudity or partial nudity, materials exposing cruelty, physical, or emotional acts against any person or animal that are primarily intended to hurt or inflict pain, any prescription or habit-forming drugs, drug-related paraphernalia, firearms, tobacco products, alcohol, gambling, embarrassing personal hygiene products, adult-oriented or salacious products or services, or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others, generally be considered untrue, defamatory, obscene, profane or indecent, or otherwise harm or reasonably be likely to harm NFA’s (or any of its affiliated entities or licensors’) names, brands, or reputation or contravenes applicable laws or NFA’s or its licensors’ policies or guidelines; (iv) use or permit others to use the Digital Content in movies, videos, or any other forms of media, including, without limitation, the creation or minting of any new non-fungible tokens; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain) or otherwise commercialize merchandise that includes, contains or consists of the Digital Content (including any elements thereof) or any Persona associated with the Digital Collectible; (vi) attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to the Digital Content or any Persona associated with the Digital Collectible(s); (vii) otherwise utilize the Digital Content and the Digital Collectible for your or any third party’s commercial benefit or personal gain (including, without limitation, crowd-funding or similar activities); (viii) create, sell, or attempt to create or sell, fractionalized interests in the NFT or the Digital Collectible; or (ix) separate, unlink, or decouple the Digital Content or any Persona from the NFT with which it is associated to form the Digital Collectible; or (x) NFA may use or implement technical measures with respect to the security of the Digital Content or Digital Collectible and you will not take any action to interfere with, circumvent, disable or otherwise obstruct any such security-related features or other digital rights management functions associated with the Digital Content or Digital Collectible or reverse engineer or take any other action that may affect the technology associated therewith.
4. The Digital Collectible will typically incorporate intellectual property, including copyrighted materials, trade names, trademarks or service marks, Digital Content and Persona, of NFA, its affiliated entities, or its licensors (referred to herein as the “IP”). As between you and NFA, the Digital Content and all other such IP is owned only by NFA, its affiliated entities, or its licensors. Your use of such IP is subject to the rights granted above and any additional restrictions imposed by the owner(s) of such IP to the extent that NFA informs you of such additional restrictions; and you may not use any such IP in connection with any business, product, or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur, or tarnish such IP. All use of such IP, including any goodwill generated by such use, shall inure only to the benefit of NFA, its affiliated entities, and licensors as applicable.
5. The Digital Collectible is made available from the United States and is not intended by NFA and its affiliates, and its and their licensors, to be subject to any non-U.S. jurisdiction or law. The Digital Collectible may not be appropriate or available for use in some non-U.S. jurisdictions. Any use, sale, or transfer of the Digital Collectible is at your own risk, and you must comply with all applicable laws, rules, and regulations in connection with any such activities.

TERMINATION OF RIGHTS AND BENEFITS

The limited license set forth in Section 2, above, applies only to the extent you own and continue to own the NFT acquired through NFA. 

Similarly, by owning a NFA™ – affiliated NFT you may also be automatically a member of one or more affiliated specialty Clubs (depending upon the specific type, quantity, or other membership criteria for the various Clubs) if you sell, assign, or otherwise transfer, dispose of, or lose your rights to the NFT, you also terminate any such Club membership, benefits, or other privileges associated with such membership.

If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your NFT for any reason through any means, your rights under Section 2, above, will immediately terminate (without the requirement of notice) with respect to the Digital Content associated with your NFT. Your rights under Section 2, above, will also immediately terminate (without the requirement of notice) if you breach these Terms.

Without limiting the foregoing, if you offer or list any NFT for sale, or use any NFT to create or offer any asset, listing or collection, or take any other action in a manner that violates these Terms, any applicable terms of use governing marketplace, platforms, or distribution channels on which you purchased the NFT (“Platform Terms”), or any applicable laws, NFA or its designee(s) may take corrective actions, as appropriate, including but not limited to removing, deleting or disabling the NFT, corresponding Digital Content or Digital Collectible, listing, or collection, disabling access to or services relating to the NFT or any corresponding Digital Content or Digital Collectible, deleting your user account, destroying inappropriate metadata stored on NFA’s or its designees’ servers, and/or permanently withholding any payments that would otherwise be made to you.

TRANSFER OR SALE OF NFT

Any attempt to sell, assign, or otherwise transfer the NFT you acquire to a third party MUST strictly provide that the following conditions are met, failure to comply with these terms of transfer could render you personally liable for any damages to the IP rights-holder(s) for misuse or abuse of the rights herein granted to you: a

1. Such sale, assignment, or other transfer is conducted through an online, blockchain-based, non-fungible token transaction platform that cryptographically verifies that you are the actual owner of the NFT being transferred (“Platform”); and,
2. Such sale, assignment, or other transfer must comply with (i) the transaction Platform’s applicable terms, and (ii) any applicable laws, regulations, regulatory guidance, and rules; and,
3. Prior to such sale, assignment, or other transfer, you must (i) provide written notice to the would-be transferee that such transferee’s use of (including any access to) the Digital Collectible will be conditional upon such transferee entering agreeing to the then-current version of these NFT Digital Collectible Terms and Conditions, and (ii) ensure that such transferee is provided with an opportunity to review and accept these applicable NFT Digital Collectible Terms and Conditions.

You further hereby acknowledge and agree that NFA or its designee(s) may receive a royalty from, or in connection with, your sale of, and any other future sale of, the NFT to compensate NFA, or its designees, for the initial development of the NFT and licensing and development of IP and the Digital Content. The royalty will be embedded and enabled in the NFT via a smart contract, you also agree and consent that such royalty or fee will be initiated, transferred, and processed through the smart contract; which may not be removed, altered, disabled, or in any way circumvented without the express written consent of NFA.

WARRANTIES AND LIMITS OF LIABILITY

NFA PROVIDES THE NFT, AND GRANTS THE RIGHTS DESCRIBED HEREIN TO THE DIGITAL CONTENT ASSOCIATED WITH SUCH NFT, TO YOU, ON AN “AS IS” BASIS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT (A) THE DIGITAL CONTENT ASSOCIATED WITH THE NFT YOU HAVE PURCHASED IS NOT NECESSARILY UNIQUE OR EXCLUSIVE, (B) THERE MAY BE IDENTICAL COPIES OF THE DIGITAL CONTENT ASSOCIATED WITH THE NFT THAT YOU HAVE PURCHASED, (C) NEITHER NFA NOR ITS LICENSORS MAKE ANY CLAIMS WITH RESPECT TO IDENTITY, LEGITIMACY, OR AUTHENTICITY OF THE DIGITAL CONTENT, DIGITAL COLLECTIBLE OR NFT THAT YOU HAVE PURCHASED, (D) YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY NFT YOU PURCHASE OR OF ANY LINKED OR ASSOCIATED DIGITAL CONTENT OR THE DIGITAL COLLECTIBLE, AND (E) IN NO EVENT WILL YOU HAVE RECOURSE AGAINST NFA’S LICENSORS FOR ANY CLAIMS OR LOSSES WITH RESPECT TO ANY NFT YOU HAVE PURCHASED OR ANY DIGITAL CONTENT ASSOCIATED WITH SUCH NFT. 

IN NO EVENT WILL NFA OR ITS AFFILIATES, OR ITS AND THEIR LICENSORS, BE LIABLE FOR ANY (I) LOSS OF, OR INABILITY FOR YOU TO ACCESS, THE DIGITAL CONTENT OR DIGITAL COLLECTIBLE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY DOWNTIME, FAILURE, OBSOLESCENCE, REMOVAL, TERMINATION, FAILURE TO IMPLEMENT ANY TECHNICAL OR OTHER CONTINGENCIES, OR OTHER DISRUPTION RELATING TO THE STORAGE OF OR ACCESS TO ANY DIGITAL CONTENT OR DIGITAL COLLECTIBLE OR (II) INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER NON-DIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF NFA, ITS AFFILIATES, AND THEIR LICENSORS FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE ONE HUNDRED U.S. DOLLARS ($100).

OTHER LEGAL AND DISPUTE RESOLUTION

1.       These Terms and Conditions are governed by the laws of the United States (including federal arbitration law) and the substantive, procedural, and venue laws of the State of California, County of Los Angeles, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.
2.       INDEMNIFICATION:  You shall defend, indemnify and hold harmless NFA and its affiliates, and its and their licensors, and its and their respective directors, officers, employees, licensors, content providers, agents, and representatives, from any third-party claim or action arising from your breach, our enablement of a breach by others, or any alleged breach of these Terms or any unauthorized use of the Digital Content or the Digital Collectible.
3.       If for any reason the binding arbitration dispute resolution provisions set forth below are determined to be invalid or unenforceable, any disputes relating to these Terms and Conditions, or the Digital Collectible, or any other aspect of the relationship between you and NFA (and, if applicable, NFA’s affiliates, or licensors) relating to NFTs or Digital Content, other than disputes that qualify for small claims court, shall be brought solely in the state or federal courts located in Los Angeles County, State of California, USA, and you hereby consent to the exclusive venue and jurisdiction of such state and federal courts and waive any defenses of personal or subject matter jurisdiction, or forum non-conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.
4.        A. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR THE DIGITAL COLLECTIBLE, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND NFA (AND, IF APPLICABLE, NFA’s AFFILIATES OR LICENSORS), WHETHER BASED IN CONTRACT, TORT, STATUTE, MISREPRESENTATION, FRAUD, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT YOU AND NFA (AND, IF APPLICABLE, NFA’S AFFILIATES OR LICENSORS) ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.  YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
           B. The arbitration will be administered by JAMS under its Streamlined Arbitration Rules, as amended by these Terms. The JAMS Streamlined Arbitration Rules are available online at https://www.jamsadr.com/rules-streamlined-arbitration/. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms set out in these Terms (including with respect to the class action waiver) and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of an applicable governmental agency and, if and to the extent that the law allows, it can seek relief against us for you.
           C. OPTION TO “OPT-OUT”. YOU MAY OPT-OUT OF THESE ARBITRATION AND CLASS ACTION PROVISIONS BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THESE TERMS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.  PROCEDURE TO OPT-OUT OF ARBITRATION. IF YOU DO NOT WISH TO AGREE TO THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT, YOU MUST, WITHIN THIRTY (30) DAYS OF ACQUIRING OWNERSHIP OF THE APPLICABLE NFT, SEND AN E-MAIL CONTAINING YOUR FULL NAME, ADDRESS, IDENTIFYING INFORMATION FOR THE APPLICABLE NFT, THE DATE ON WHICH YOU ACQUIRED SUCH NFT, AND THE WORDS “OPT OUT ARB” IN THE BODY OR SUBJECT LINE OF THE EMAIL TO: INFO@VITALTOYS.IO. Please use subject “ARB OPT-OUT”.

5.   These Terms and Conditions, nor any aspect of the relationship between you and NFA (or its affiliated or licensors) do not, and shall not be construed to, create any partnership, joint venture, or agency between you and NFA (or its affiliated or licensors). If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions.
6.   You shall not assign, transfer, or otherwise dispose of these Terms and Conditions (including any of your rights or obligations under these Terms and Conditions), and any purported assignment, transfer, or other disposition shall be null and void.
7. These Terms constitute the entire agreement between you and NFA with respect to the NFT and the Digital Collectible and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and NFA relating to the NFT, the Digital Content, or the Digital Collectible, including, without limitation, any Platform Terms. Without limiting the foregoing, in the event of a conflict between these Terms and any Platform Terms, these Terms control.
8. You agree that, in addition to NFA, any of NFA’s affiliates and licensors associated with the specific Digital Content of any NFT, as applicable, will have the same rights to enforce these Terms and Conditions and any of its other rights hereunder against you.

ACKNOWLEDGEMENTS AND OTHER INVESTMENT DISCLOSURES

• No Investment Advice or Brokerage:  You hereby confirm that you understand and acknowledge that NFA does not provide investment, tax, or legal advice, and you are solely responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you based on your own personal investment objectives, financial circumstances, and risk tolerance.  Through its sites, NFA may provide educational information about its Digital Collectibles, Digital Content, the blockchain, metadata, smart contracts, or other NFT oriented information in order to assist users in learning more about such digital assets, particularly in relation to NFA created or sponsored Digital Content and Collectibles.  Any such information, if provided, is not intended by NFA to constitute investment, financial, trading, holding, tax, legal, or any other advice and NFA will not be held responsible for the decisions you make to buy, sell, hold, or transfer an NFT on the basis of such information if so provided.  NFA does NOT broker or advise on trades on your behalf.

• Plans or Projections:  Some of the data provided on this and associated authorized sites, any “Road Maps”, pitch decks, or other information used herein are or may contain statements related to our future business plans and future events or developments that may constitute forward-looking statements. Our representatives may also, from time to time, make oral, or post on Discord or social media forward-looking statements. All such statements are based on the current expectations and certain assumptions of management, and are, therefore, necessarily subject to certain risks and uncertainties. A variety of factors, many of which are beyond the company’s control, affect operations, performance, business plans, or goals and could cause the actual results, performance, or achievements to be materially different from any future results or circumstances that may be expressed or implied by such forward-looking statements or anticipated on the basis of historical trends. Our projected results are dependent on the successful implementation of our business strategies and are, in some cases, based on hypothetical assumptions and events over which we have only partial or no control. While management believes that its goals and objectives are reasonable and might be achievable as described, no guarantees can be given that they will be realized. The selection of assumptions underlying any projected information required the exercise of judgment by, and the opinion and beliefs of, our management. Others may have different opinions and beliefs. Moreover, our plans and goals are subject to uncertainty due to the effects that economic, legislative, political or other changes may have on future events. Changes in the facts or circumstances underlying such assumptions could materially and adversely affect the projections. To the extent assumed events do not materialize; actual results could vary substantially from the planned or intended results.

• Acknowledgment of Risk:  As with any other asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose your money buying, selling, holding, or investing in Digital Assets.  Nor can there be any assurance that presently existing or planned secondary markets for the trade or transfer of Digital Assets will continue to exist in any current form, or even at all. You should consult a financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you.

• The NFT Digital Collectibles offered by, or through NFA are intended for consumer enjoyment, use, and consumption only.  They are NOT a “Security”, as defined under the U.S. federal securities laws, or under the securities laws of any U.S. state or territory.

• NFA is NOT registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons.  You hereby acknowledge that Digital Assets in the form provided by NFA are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation (FDIC) or the Securities Investor Protection Corporation (SIPC).

If you have a question regarding the NFT Digital Collectibles, please contact NFA by sending an e-mail to: info@vitaltoys.io