Welcome to the Terms of Service (the “Terms”) for the website, kettle.fi (the "Website") operated by or on behalf of Skillet Group, Inc. d/b/a Kettle (“Company”, “we” or “us”). The Website and any content, tools, features, and functionality offered on or through our Website are collectively referred to as the “Services”.
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “you” and “your” means you as the user of the Services. 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 8 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY; AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 8.
(a) Eligibility You must be eighteen (18) years of age or older and a resident of the United States to use the Services. Persons under the age of eighteen (18) are not permitted to use the Services. In addition, you may not use or access the Services if you are a Prohibited Person. A “Prohibited Person” is any person or entity that is (a) 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; (b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as “terrorist supporting” (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria); or (c) owned or controlled by such persons or entities listed in (a)-(b). By using the Services, you represent and warrant that you meet the foregoing requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities in Section 4.2.
(b) Identity Verification You may be required to provide the Company with certain information about yourself in order to access and use certain features of the Services for identify verification and know-your-customer purposes. If you choose to register for the Services and provide such information, you agree that any information you provide to the Company is true, accurate, current and complete.
(a) The Services provide an interface (“Interface”) that allows you to access a decentralized protocol of smart contracts related to non-fungible tokens (“NFTs”) that are deployed on various public blockchains (the “Protocol”). For clarity, the Services do not include (and the Company does not control) the Protocol. The Services merely act as an Interface to access and interact with the smart contracts that are deployed on or by the Protocol.
(b) Through your interaction with this Protocol via the Services, you can participate in a peer-to-peer marketplace where users can purchase and sell real world physical assets, such as watches, jewellery or other luxury goods (“Collateral”), which are represented by NFTs on the Protocol. If you purchase an NFT via the Protocol, you can have the relevant Collateral sent to you (in which case the related NFT will be burned), or you can enter into a loan transaction secured by the Collateral.
(c) The Company will mint NFTs for users who ship Collateral to the Company. Prior to the minting of an NFT, the Company will, or will use a third-party service provider to, inspect and authenticate the Collateral (the “Authentication Services”). Once authentication is complete, the Company will mint an NFT associated with that Collateral to the wallet indicated by the user that provided the Collateral, and the user will be able to list the NFT (and the related Collateral) for sale or for a lending transaction on the Website.
(d) Users that are holders of NFTs (“Listing Users”) can enter into loan transactions (“Loans”) with other users (“Lender/Purchaser Users”) that are secured by an NFT representing specific Collateral, or can purchase and sell Collateral represented by an NFT on the Service (“Sales”). Lender/Purchaser Users and Listing Users negotiate and agree upon the terms of the Loan (the “Loan Terms”) or the terms of the Sales (the “Sales Terms”) amongst each other. Each Lender/Purchaser User and Listing User agrees that once it clicks “accept” on the Loan Terms or Sale Terms offered by another user, the Loan or Sale becomes a binding contract between the Lender/Purchaser User and the Listing User.
(e) Once the terms of a Loan are agreed, the following steps will take place:
(i) The Loan Terms will recorded on the blockchain via the Protocol;
(ii) the Lender/Purchaser User will transmit the Loan funds to the Listing User’s Wallet and simultaneously with receipt of such funds, the Protocol will cause the NFT representing the Collateral to be transferred to a locked smart contract until the maturity or earlier repayment of the loan.
(f) Loans will be repayable at the times and in the currencies set forth in the Loan Terms. If a Loan is repaid in accordance with its Loan Terms, the NFT will be transferred by the Protocol to the Listing User’s Wallet, and the Listing User can redeem the associated Collateral in which case the related NFT will be burned. Alternatively, the Listing User can enter into a new Loan backed by the NFT and the related Collateral.
(g) If a Listing User defaults on a Loan and does not repay the Loan within the allowed grace period, the Lender/Purchaser User will become the owner of the NFT and the related Collateral, and the Protocol will transfer the NFT to the Lender/Purchaser User’s Wallet. At this point the Lender/Purchaser User can either (i) sell the NFT (and the associated Collateral) back to the Listing User (and the Listing User can redeem the associated Collateral in which case the related NFT will be burned), (ii) sell the NFT, or (iii) redeem the associated Collateral in which case the related NFT will be burned.
(h) Once the terms of a Sale are agreed, the following steps will take place:
(i) The Sale Terms will recorded on the blockchain via the Protocol; and
(ii) the Lender/Purchaser User will transmit the Sale funds to the Listing User’s Wallet simultaneously with receipt of such funds, the Protocol will cause the NFT representing the Collateral to be transferred to the Seller’s Wallet.
(a) You acknowledge and agree that the Company is not a party to any transaction that occurs on the Services, that the Company is not a party to any Loan or Sale of any Collateral or NFT that you may execute, and that the Company does not participate in any trades or transactions related to the Services. The Services are provided solely as an interface, and the Company does not solicit, find, arrange, place or negotiate Loans or Sales, or assist or help users enter into Loans or Sales. The Company does not assist Listing Users with any offerings, requests or applications for Loans or Sales, does not negotiate the terms of any Loan or Sale, and is unable to modify any Loan Terms or Sale Terms (including extension of any payment period for any Loan). Lender/Purchaser Users will be solely responsible for all activities related to the Loans they offer or enter into, and the Company shall have no responsibility or liability with respect thereto. You agree that the Company and its affiliates will not be liable to you for any loss incurred by you in connection with any Loan or Sale transaction. You are solely responsible for abiding by the terms of any Loan or Sale that you enter into. You further acknowledge and agree that the Company is not an intermediary or a party to any Loan or Sale, that the Company is not a lender or broker, and that the Company does not originate or control any Loans or Sales that you may execute via the Services. These Terms and our provision of the Services are not intended to, and do not create or impose any fiduciary duties on us. To the extent fiduciary duties or liabilities exist at law or in equity, you hereby irrevocably disclaim and waive such duties. You acknowledge and agree that the only duties and obligations the Company has to you are those expressly set forth herein. The Company shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Company to liability or that is contrary to these Terms or any requirement of applicable law.
(b) You acknowledge and agree that all transactions facilitated on the Services, including the collection and disbursement of any funds related to your Loan or Sale, will be automatically processed using one or more smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You further acknowledge that the applicable smart contract will direct how the funds of a Loan or Sale are disbursed between the Lender/Purchaser User and Listing User and the transfer of title to the Collateral posted in connection with a Loan or Sale. You agree to release the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) from any claim related to the failure of the Protocol to operate as intended, including any transfer of any NFT made in error due to a malfunction of the Protocol.
(c) The Company may use a third-party service provider to perform the Authentication Services for each item of Collateral. The Authentication Services are solely to confirm that the Collateral is not a counterfeit item, and to inspect the Collateral to confirm the functionality, brand, reference number, serial number and condition, as well as other distinguishing details. However, you acknowledge that there may be discrepancies between the actual condition and specifications of the Collateral and the description provided. The Company takes no responsibility for any such discrepancies, and each user acknowledges that the user selling or borrowing against such Collateral is solely responsible for the authenticity, provenance and condition of any Collateral. The Company and its third party service providers shall have no liability to you for any Collateral that is damaged in the course of the Authentication Services. In the event we or our third-party service provider is incapable of authenticating any item of Collateral for any reason, the Company will return the Collateral to the Listing User and any related Loan proposal by the Listing User will be cancelled. In the event the Company determines that the Collateral is counterfeit, the Company reserves the right to immediately take any action it deems reasonable, including (i) terminating or suspending the Account of the Listing User who supplied the Collateral, (ii) cancelling any related Loan or (iii) providing the counterfeit Collateral to law enforcement, and you agree that the Company shall have no responsibility to return any counterfeit Collateral to you. The Company reserves the right to institute, alter or change any fees or costs in connection with the Authentication Services at any time, in the Company’s sole discretion.
(d) The Company does not take title to any Collateral or NFT, but the Company holds the Collateral solely for the benefit of the holder of the related NFT. Each Listing User authorizes the Company to transfer title to the Collateral posted by it with respect to any Loan in the event of an uncured default on that Loan as determined by the smart contract for the Loan. Each Listing User acknowledges and agrees that such title transfer will take place automatically via smart contract and that the Company is entitled to release the Collateral to the related Lender/Purchaser User following transfer of the relevant NFT via the Protocol.
(e) The Company shall use commercially reasonable efforts in accordance with relevant industry standards to secure the Collateral while it is in the Company’s possession, including by storing the Collateral in an armed vault that is solely accessible by the Company (the “Vault”). Nevertheless, it is possible that damage or loss of Collateral may occur. In the event we discover any damage or loss to any Collateral, we will use reasonable efforts to collect on our insurance policy or any policy specifically related to the Collateral. In addition, if you receive any Collateral and determine that it is damaged, you may file a claim with us directly, and we will inform you within 30 days whether we accept or deny the claim. Our insurance agent will only make payments based on the fair market value of the Collateral, as determined by the insurance agent, and this value may be less than (i) the amount you paid for the Collateral, (ii) the value of any Loan or (iii) the value you impute to any Collateral. The Company will not be liable for any difference between the amount of any insurance payment and the value of any Loan or the value you impute to any Collateral. You hereby release the Company Entities from any claim related to the loss or damage of any Collateral except to the extent such claim can be recovered from the Company’s insurance provider using reasonable efforts. If our insurance provider does not cover a claim related to lost or damaged Collateral, you hereby release the Company Entities from any claim related to any loss or damage to such Collateral, except as may be caused by the Company Entities’ gross negligence, willful misconduct or fraud.
You may from time to time be eligible to earn certain reward points (“Kettle Points”) in connection with your activities on the Services. Kettle Points are not transferable, are not redeemable for cash and do not have any monetary value. Kettle Points are awarded by the Company in its sole discretion, and the Company may update which activities qualify for Kettle Points from time to time in its sole discretion.
To use the Services, you will (i) need to create an account (“Account”), (ii) connect a third-party digital wallet (“Wallet”) and/or (iii) have our third-party service provider (e.g., Privy) create a Wallet for you that is tied to your Account.
(a) Accounts. You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account via the settings page of your Account profile. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at hello@kettle.fi if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your Account, or we previously banned you from any of our Services, unless we provide written consent otherwise.
(b) Wallets. In addition to creating an Account, you will also need to connect a Wallet in order to use the Services. All transactions for NFTs and Loans initiated through our Services require you to use a Wallet. The Company has no control over and no responsibility or liability to you in any way arising from your use of any Wallets or any security failures or other errors or failures of such Wallets, including any Wallets created by our third-party service provider. Your use of any Wallets is governed by the terms of service and privacy policies of those Wallets that you choose to use and, to the extent you create a Wallet through our third-party service provider, then the terms of service and privacy policy of such third-party service provider. We make no promise or guarantee that the Services will be compatible with any Wallet. We reserve the right to restrict any Wallet addresses from interacting with the Services for any reason, including to ensure legal compliance. We do not have custody or control over any assets associated with your Wallet. We have no ability to retrieve or transfer the contents or keys of your Wallet, and any such transfers are executed by the Protocol, which is not controlled by us. You are solely responsible for the custody and security of your Wallet’s private key, and should never share it with anyone. We have no ability to help you access or recover your private keys for your Wallet. We are not responsible for your use or access of any such Wallets, and your use of such Wallets is at your own risk.
(c) Privy Wallet. If you do not have a Wallet, you can create one using our third-party service provider. We partner with Privy, a third party non-custodial wallet infrastructure provider, to allow users to create an account that includes a self-custodial Wallet that can be accessed via the Services (“Privy Wallet”). By creating or using a Privy Wallet in connection with the Services, you agree that you are using the Privy Wallet under Privy’s terms and conditions available at https://www.privy.io/user-terms-of-service. Only you can sign transactions and access and control your Wallet’s contents. We do not have custody, possession, control, or otherwise have access to your Privy Wallet or any assets that may be contained therein, and we do not have access to or store any passwords, recovery phrases, private keys, passkeys, or any other credentials associated with user Wallets or your use of the Services.
If you are a Listing User, the following terms will apply to you:
(a) You represent and warrant that (i) any Collateral for which you take out a Loan or that you list for Sale is not subject to any lien or claim by any third party; (ii) that you have full right to transfer the Collateral; and (iii) you are in compliance with all laws and regulations regarding any Collateral.
(b) By sending Collateral to us for the creation of an NFT, you acknowledge and agree that the Collateral may be sent to a third-party service provider for Authentication Services.
(c) You acknowledge and agree that by entering into a Loan, you are granting the Lender a security interest in the related Collateral and, if you default on your Loan as determined by the smart contract and the Protocol, title to your Collateral will automatically transfer to the Lender and you authorize us to release your Collateral to the Lender. If the amount of the Loan is less than what you believe to be the fair value of your Collateral, you will have no recourse against the Company or the related Lender.
(d) You agree that you will submit your Loan and interest payments in a timely manner, and if you either (i) miss two interest payments in a row, or (ii) fail to fully repay your Loan by its maturity date, and fail to cure by making all past due payments within 30 days from our notice to you of default, your Collateral will automatically be transferred to the Lender/Purchaser User who funded your Loan.
(e) You are responsible for all taxes (including reporting any income or tax to any applicable governmental authority) incurred in connection with any Loan.
If you are a Lender/Purchaser User, the following terms will apply to you:
(a) You represent and warrant that you are able to provide the funds for the full Loan or Sale amount, and that such funds were not obtained in violation of any applicable laws.
(b) If a Listing User fails to repay a Loan, your sole remedy is to receive title to the NFT and the related Collateral. You do not have the right to proceed against the Company or any Listing User if the value of the Collateral is less than the value of the Loan. Similarly, you do not have the right to proceed against the Company or any Listing User if the value of the Collateral is less than the purchase price in the relevant Sale.
(c) Once you receive title to the NFT, you will be able to transfer the NFT to third parties. The holder of an NFT is treated as the Listing User for all purposes under these Terms. You acknowledge and agree that if you transfer an NFT to a third party, you are also transferring your right to receive the associated Collateral, and you will have no further rights in such Collateral.
(d) In the event a Listing User fails to (i) make two Loan interest payments in a row, or (ii) fully repay their Loan by its maturity date, and in each case fails to cure by making all past due payments within 30 days from our notice to the Listing User of default, their NFT and rights to the associated Collateral will automatically be transferred to you.
(e) You are responsible for all taxes (including reporting any income or tax to any applicable governmental authority) incurred in connection with any Loan.
Users will be responsible for paying the following fees (the “Service Fees”), which will be automatically added to transactions on the Protocol:
(a) On sales of NFTs, a 2.5% fee will be added to the purchase price.
(b) On every Loan, a 5% per annum fee will be assessed on the principal amount of the Loan, prorated if the term of the Loan is less than one year. This fee will be deducted from the principal amount of the Loan that is delivered to the Listing User. However, Listing Users remain responsible for payment of the entire principal amount of the Loan, as set forth in the Loan Terms. By way of example only: if a Listing User borrows $10,000.00 for 6 months, the fee for the Loan will be $250.00, calculated as 5% * 10,000 * 6/12 months. This fee will be deducted from the $10,000 Loan, so the Listing User will only receive $9,750.00 for the Loan, but will be required to repay $10,000.00.
(a) All Loan or Sale transactions involving NFTs secured by Collateral in the Vault (“Kettle NFTs”) must be conducted exclusively through the Protocol provided via the Services. Users are expressly prohibited from engaging in over-the-counter transactions (“OTC Transactions”) of such NFTs outside the Services.
(b) Any OTC Transaction shall be subject to a penalty fee (“OTC Penalty”) equal to (x) 3% of the transaction price of each such OTC Transaction, plus (y) the Service Fees that would have been incurred if such transaction had been made through the Protocol via the Services. The OTC Penalty is designed to enforce adherence to the exclusive use of the Protocol and to discourage unauthorized transactions.
(c) Users must pay the OTC Penalty upon redemption of the Kettle NFT associated with any OTC Transactions. The OTC Penalty will accrue cumulatively for each OTC Transaction conducted by users transacting any Kettle NFT. The aggregate amount of all accrued OTC Penalties must be paid in full upon redemption of the Kettle NFT. Redemption of the Kettle NFT for the associated Collateral will not be processed until the aggregate amount of all accrued OTC Penalties associated with it has been paid in full.
(d) By using the Services, users acknowledge and agree to the imposition of the OTC Penalty for any unauthorized OTC Transactions and agree to disclose any such transaction to the Company immediately. Users further agree to settle any accrued OTC Penalties in accordance with these Terms.
Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://kettle.fi/privacy.
We hereby permit you to use the Services for your internal use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. You acknowledge and agree that your access and use of the Services 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 Company, in its sole discretion, may elect to take.
You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software in connection with the Services;
(e) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
(f) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, or the computer systems or networks connected to the Services;
(g) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(h) use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services or any information therein to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
(i) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
(j) submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable;
(k) violate any applicable law or regulation in connection with your access to or use of the Services; or
(l) access or use the Services in any way not expressly permitted by these Terms.
From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.
The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
The Company’s name, the Company’s logo and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”). In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content (including any listings of Collateral) at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, 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 Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
(a) identification of the copyrighted work that is claimed to be infringed;
(b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
(c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
(d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
(e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
(f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by mail to: Skillet Group, Inc. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
(a) Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. Except as expressly stated in these Terms, the Company Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (iii) Your Content and any Collateral listed on the Services, including any Third-Party Collateral; (iv) the operation or compatibility with any other application or any particular system or device; and (v) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
(b) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SUCH AS IN THIS SECTION 7.1 AND SECTION 7.2. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN SECTIONS 7.1 AND 7.2 MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
(c) YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your use of the Services; (d) Your Content and your Collateral, including any Third-Party Collateral; or (e) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.
(a) You acknowledge and agree that there are risks associated with transacting NFTs and using blockchain technology. These include, but are not limited to, risk of losing access to NFTs due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks.
(b) The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. You agree that NFTs are not to be used as a substitute for currency or medium of exchange, resale, or redistribution.
(c) The Ethereum blockchain, and any other blockchains that the Services may integrate with, are not owned, controlled, or managed by us. Such blockchains may be subject to attacks, interruptions, or issues that may delay or prevent you from selling NFTs. A copy or fork of such blockchains or any security incident involving the blockchains may require the Company to suspend the Services, and you may lose access to your NFTs permanently or for an extended period of time. We expressly disclaim any responsibility or liability for losses resulting from such issues.
(d) The regulatory regime governing NFTs and blockchain technologies is uncertain, and new regulations or policies may materially and adversely affect the potential utility or value of your NFTs. There also exists the risk of new taxation of the purchase or sale of NFTs.
You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:
(a) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
(b) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
(c) intellectual property disputes.
Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
Fees and costs may be awarded as provided pursuant to applicable law. 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 JAMS Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. 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 fourteen (14) days of the arbitrator’s ruling on the merits.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to hello@kettle.fi or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE.
Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that the Company may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any Offerings. You also understand that you may opt out of receiving text messages from us at any time. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.
We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.
If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete the Services (or any part of the foregoing) with or without notice, for any or no reason. 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 the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company 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.
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.
You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company 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 Services 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 Services, 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.
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. 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 Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 8, or if arbitration does not apply, then the state and federal courts located in New York. You and the Company 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.
You may contact us regarding the Services or these Terms at: 12 E 49th St, Fl 10 Unit 115, New York, NY 10017, or by e-mail at hello@kettle.fi.