Terms of Service
LAST UPDATED – April 11, 2023
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ALEXANDRIA LABS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OR USING THE PLATFORM, YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM "** YOU **" WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE PLATFORM ON BEHALF OF SUCH COMPANY OR LEGAL ENTITY.
Description of Platform
Alexandria Labs provides the Platform for authors ("Authors") and collectors ("Collectors") to sell, purchase, list for auction, make offers on, and bid on (each, a "Transaction") Digital Assets (as defined below).
Smart-Contract Enabled. "Digital Asset" on the Platform refers to a non-fungible Ethereum- based token that uses smart contracts on the Ethereum blockchain ("Smart Contracts"). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Digital Assets are outside of the control of any one party, including Alexandria Labs, and is subject to many risks and uncertainties. We neither own nor control MetaMask, Coinbase, Magic Wallet, Paper.xyz, the Ethereum network, your browser, or any other third party site, product, technology, marketplace or service that you might access, visit, or use ("Third-Party Services") for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction on the Platform.
Noncustodial. While Alexandria Labs offers a marketplace for Digital Assets, it does not buy, sell, or ever take custody or possession of any Digital Asset as agent of any User. The Platform facilitates User collection of Digital Assets, but neither Alexandria Labs nor the Platform are custodians of any Digital Asset on behalf of any User. You agree and acknowledge that the Smart Contracts do not give Alexandria Labs custody, possession, or control of any of your Digital Assets or cryptocurrency at any time for the purpose of facilitating transactions on the Platform. You affirm that you are aware and acknowledge that Alexandria Labs is a non-custodial service provider and has designed the Platform to be directly accessible by the Users without any involvement or actions taken by Alexandria Labs or any third-party. As a marketplace, Alexandria Labs cannot make any representation or guarantee that Authors or Users will achieve any particular outcome as the result of listing their Digital Assets or engaging in any other Transaction on the Platform.
Access and Use of the Platform
**Member Account, Password, and Security: ** You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Alexandria Labs of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. Alexandria Labs will not be liable for any loss or damage arising from your failure to comply with this Section.
Connecting your Wallet: In order to participate as an Author or Collector in the marketplace, you must connect to a browser extension called MetaMask, Wallet Connect, or via email with Magic. MetaMask is an electronic wallet which allows you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. All Transactions on Alexandria Labs are in the native Ethereum cryptocurrency, ETH.
**Modifications to the Platform: ** Alexandria Labs reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Alexandria Labs will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.
General Practices Regarding Use and Storage : You acknowledge that Alexandria Labs may establish general practices and limits concerning use of the Platform, including without limitation the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on Alexandria Labs's servers on your behalf. You agree that Alexandria Labs has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Platform. You acknowledge that Alexandria Labs reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Alexandria Labs reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Conditions of Use and Access
When using the Platform, you will not directly or indirectly:
Special Notice for International Use; Export Controls : Software (defined below) which may be available in connection with the Platform and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Platform or otherwise exported or re-exported in violation of U.S. export Laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local Laws regarding your use of the Platform, including as it concerns online conduct and acceptable content. The Platform may not be used or otherwise provided or made available, either directly or indirectly, (a) in Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the Platform with anyone whose status is described in items (a) or (b) above.
Users need an invitation to become an Author on the Platform. Selling invitations in return for ETH or any other benefit favor is strictly prohibited. If Alexandria Labs becomes aware that any invitation is being sold to a third party, Alexandria Labs may suspend or otherwise terminate your access to the Platform.
Alexandria Labs maintains complete discretion in selecting the artists in its marketplace, and makes no guarantees or promises that any artists will be approved as Authors even if Alexandria Labs solicited the request.
Intellectual Property Rights
The Author owns all legal right, title, and interest in all intellectual property rights of the content underlying the Digital Asset minted by the Author on the Platform (such underlying content, the "Author Content"), including but not limited to copyrights and trademarks in the Creator Content. As the copyright owner, the Author has the right to reproduce, prepare derivatives of, distribute, and display or perform the Author Content.
The Author hereby acknowledges, understands, and agrees that by launching any Digital Asset on the Platform, the Author hereby expressly and affirmatively grants to Alexandria Labs, and its Affiliates (as defined below) and its and their successors, a non-exclusive, world-wide, transferable, sublicensable, perpetual, irrevocable, and royalty-free license to (a) reproduce, display, perform, distribute and transmit the Author Content underlying such Digital Asset for the purpose of operating and developing the Platform, and (b) use and incorporate the Author Content underlying such Digital Asset (or derivative works thereof) on any marketing materials, and to reproduce, display, perform, display and transmit such marketing materials on any media whether now known or later discovered for the purposes of operating, promoting, sharing, marketing, and advertising the Platform. The foregoing licenses include, without limitation, the express rights to: (i) display or perform the Author Content underlying such Digital Asset on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) index the Author Content in electronic databases, indexes, and catalogues; and (iii) host, store, distribute, and reproduce one or more copies of such Author Content within a distributed file keeping system, node cluster, or other database (e.g., Interplanetary File System ("IPFS")) or cause, direct, or solicit others to do so. For purposes hereof, "Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with Alexandria Labs.
The Author expressly represents and warrants that its Author Content underlying any Digital Asset listed on the Platform contains only original content otherwise authorized for use by the Author, and does not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Author, not authorized for use by the Author, not in the public domain, or otherwise without a valid claim of fair use. The Author further represents and warrants that it has permission to incorporate the unoriginal content, to the extent such permission is legally required. The Author agrees and acknowledges that it is the Author's sole responsibility to include any proprietary rights notices, including any copyright or trademark marking, on the Author's Digital Assets.
The Platform reserves the right to remove from its website and unlink any Digital Assets that it deems in violation of its content policy. Unlinking means the content may remain on IPFS, because it is a third-party platform which Alexandria does not control, but it will no longer be connected to any Digital Assets or Smart Contracts nor will it be readable on the Platform.
The Collector receives a Digital Asset, but does not own the Author Content itself or any intellectual property rights therein. The Collector may display and share the Author Content in connection with their Digital Asset, but the Collector does not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Author Content, except the limited license to the Author Content granted by these Terms. Upon legally collecting and obtaining ownership of any Digital Asset, the Collector receives a limited, worldwide, non-assignable and non-transferable (except as expressly set forth below), non-sublicensable, royalty-free license to display the Author Content underlying such Digital Asset solely for the Collector's non-commercial purposes, including the right to display such Author Content privately or publicly: (a) for the purpose of promoting or sharing the Collector's purchase of, ownership of, or interest in such Digital Asset, (c) for the purpose of sharing, promoting, discussing, or commenting on such Author Content; (c) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Digital Asset; and (d) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the "Collector License"). Upon any sale or transfer of the Digital Asset to another collector, (i) the foregoing license will automatically transfer to such other collector, and such other collector will be deemed the "Collector" (for purposes of such Digital Asset and the Collector License to the underlying Author Content) and will be subject to these Terms and (ii) the seller or transferor of such Digital Asset will cease to have any further rights to such Author Content.
While the Collector has the right to sell, trade, transfer, or use their Digital Assets, the Collector may not make commercial use of the Digital Assets or its underlying Author Content.
The Collector agrees that it will not, and will not permit any third party to, do or attempt to do any of the foregoing without the Author's express prior written consent in each case: (a) modify, distort, mutilate, or perform any other modification to the Author Content which would be prejudicial to the Author's honor or reputation; (b) use the Digital Assets or underlying Author Content to advertise, market, or sell any third party product or service; (c) use the Digital Assets or underlying Author Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) incorporate the Digital Assets or underlying Author Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for Collector's personal, non-commercial use; (e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Assets or underlying Author Content; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Assets or underlying Author Content; (g) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Assets or underlying Author Content, whether on or off of the Platform; (h) falsify, misrepresent, or conceal the authorship of the Digital Assets or underlying Author Content; or (i) otherwise utilize any Author Content or, except as expressly permitted under these Terms, the Digital Assets for the Collector's or any third party's commercial benefit.
Collector irrevocably releases, acquits, and forever discharges Alexandria Labs and its Affiliates and it and their officers and successors of any liability for direct or indirect copyright or trademark infringement for Alexandria Labs's use of any Digital Assets or underlying Author Content in accordance with these Terms.
Platform Content, Software and Trademarks: You acknowledge and agree that the Platform may contain content or features ("Platform Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and Laws. Except as expressly authorized by Alexandria Labs, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Alexandria Labs from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of Alexandria Labs, our Affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Alexandria Labs.
The Alexandria Labs name and logos are trademarks and service marks of Alexandria Labs Labs, Inc. (collectively the "Alexandria Labs Trademarks"). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Alexandria Labs. Nothing in these Terms or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Alexandria Labs Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Alexandria Labs Trademarks will inure to our exclusive benefit.
Third Party Content: Under no circumstances will Alexandria Labs be liable in any way for any Digital Assets, Author Content, or any other content or materials of any third parties (including Users), including, but not limited to, (a) for any errors or omissions in any content or materials, (b) for infringement or violation of intellectual property or other rights in relation to such content or materials, (c) for any promises, purported promises, or commitments made by other Users, or (d) for any loss or damage of any kind incurred as a result of the use of any such content or materials or as a result of reliance on any such promises or commitments. You acknowledge that Alexandria Labs does not pre-screen content, but that Alexandria Labs will have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Alexandria Labs will have the right to remove any content (and to terminate any licenses granted with respect thereto) that is deemed by Alexandria Labs, in our sole discretion, to violate these Terms or otherwise be objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any Digital Assets, including any reliance on the accuracy, completeness, or usefulness of such content.
Any questions, comments, suggestions, ideas, feedback or other information about the Platform ("Submissions"), provided by you to Alexandria Labs are non-confidential and Alexandria Labs will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Alexandria Labs may preserve User Content and may also disclose such content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Alexandria Labs, its Users and the public. You understand that the technical processing and transmission of the Platform, including User Content, may involve (i) transmissions over various networks, including social media; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Third-Party Services and Websites
DMCA: Alexandria Labs respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Alexandria Labs of your infringement claim in accordance with the procedure set forth below.
Alexandria Labs will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property Laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Alexandria Labs's Copyright Agent at firstname.lastname@example.org (Subject line: "DMCA Takedown Request").
To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to Law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, Alexandria Labs will send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable Law, Alexandria Labs has adopted a policy of terminating, in appropriate circumstances and at Alexandria Labs's sole discretion, Users who are deemed to be repeat infringers. Alexandria Labs may also at its sole discretion (i) limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement and (ii) terminate any Collector License related to a DMCA takedown notice.
Cooperation with Alexandria Labs: Author expressly agrees to refund to the Collector and/or Alexandria Labs, at Alexandria Labs's direction, the entire portion of Fees (as defined below) received from the sale of any Digital Assets that was subsequently removed from the Platform pursuant to an effective DMCA request to which the Author failed to timely submit an effective DMCA Counternotification. Alexandria Labs will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.
Authors, Collectors, and all Users expressly agree to cooperate and timely respond to Alexandria Labs's investigations, requests, and inquiries related to DMCA disputes or allegations of infringement.
Fees and Payment.
Fees. The Fees for an initial sale of Digital Assets on Alexandria Labs ("Initial Sale") is as follows:
The Fees for a secondary sale of Digital Assets on Alexandria Labs ("Secondary Sale") is as follows:
Alexandria Labs does not generally collect any fees, commissions, or royalties for transactions occurring outside of the Platform. Users irrevocably releases, acquits, and forever discharges Alexandria Labs and its Affiliates and its and their officers and successors of any liability for royalties, fines, or fees not received from any transaction outside of the Platform.
All transactions on the Platform, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a "Gas Fee") for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Alexandria Labs. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.
Taxes. Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, "associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).
Beta Platforms. Certain features on the Platform may be offered while still in "beta" form ("Beta Platforms"). Alexandria Labs will utilize best efforts to identify the Beta Platforms by labeling on its Platform. By accepting these Terms or using the Beta Platforms, you understand and acknowledge that the Beta Platforms are being provided as a "beta" version and made available on an "as is" or "as available" basis. The Beta Platforms may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Platforms.
Other Legal Terms
Indemnity and Release: You agree to release, indemnify and hold Alexandria Labs and its Affiliates and their officers, employees, directors and agents (collectively, "Indemnitees") harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms or your violation of any rights of another. You further agree that Alexandria Labs shall have control of the defense or settlement of any third party claims. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of gross negligence or willful misconduct of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties: Transactions, including but not limited to Initial Sales, Secondary Sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the [Ethereum blockchain (i.e., "forks")], which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Digital Assets, or lost opportunities to buy or sell Digital Assets. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT ALEXANDRIA LABS AND ALL INDEMNITEES WILL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU IF (A) YOU ARE UNABLE TO LOCATE OR USE YOUR CREDENTIALS, (B) YOUR RIGHTS TO ANY DIGITAL ASSETS OR AUTHOR CONTENT ARE TERMINATED OR (C) ANY THIRD PARTY MAKES ANY CLAIM AGAINST YOU IN RELATION TO ANY DIGITAL ASSETS OR AUTHOR CONTENT, INCLUDING ANY CLAIM OF INFRINGEMENT or violation of intellectual property or other rights. ALEXANDRIA LABS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ALEXANDRIA LABS MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALEXANDRIA LABS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY DIGITAL ASSETS, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ALEXANDRIA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY DIGITAL ASSETS, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL ALEXANDRIA LABS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ALEXANDRIA LABS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
You agree that Alexandria Labs, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if Alexandria Labs believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Platform may be referred to appropriate law enforcement authorities. Alexandria Labs may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Alexandria Labs may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that Alexandria Labs will not be liable to you or any third party for any termination of your access to the Platform.
You agree that you are solely responsible for your interactions with any other Users, Authors, and Collectors in connection with the Platform and Alexandria Labs will have no liability or responsibility with respect thereto. Alexandria Labs reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Platform.
General Legal Terms
These Terms constitute the entire agreement between you and Alexandria Labs and govern your use of the Platform, superseding any prior agreements between you and Alexandria Labs with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Alexandria Labs agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York. The failure of Alexandria Labs to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign the Terms without the prior written consent of Alexandria Labs, but Alexandria Labs may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Alexandria Labs may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Platform.
Notice for California Users
Under California Civil Code Section 1789.3, Users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Alexandria Labs, 188 Grand St. #274, New York, NY 10013.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Alexandria Labs, whether arising out of or relating to these Terms (including any alleged breach thereof), the Platforms, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the Law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Alexandria Labs are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND ALEXANDRIA LABS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ALEXANDRIA LABS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON **'** S OR PARTY **'** S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY **'** S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution
Alexandria Labs is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Alexandria Labs should be sent to 188 Grand St. Unit #274, New York, NY 10013 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Alexandria Labs and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Alexandria Labs may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Alexandria Labs or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Alexandria Labs is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, http://www.adr.org/ as may be updated from time to time. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable Law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Alexandria Labs and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Alexandria Labs agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Alexandria Labs will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Alexandria Labs will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Alexandria Labs will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Alexandria Labs agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Platform, you may reject any such change by sending Alexandria Labs written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).