Last Updated: March 12th, 2023

1.            Introduction

These are the Terms of Service (the “Terms”) which govern your access and use of the services and features on the sites owned and operated by Corridar Inc. d/b/a ACME LABS™ (“ACME LABS™,” “we,” “us”, “our” or “provider”). More specifically, these Terms govern your access to and use of the ACME LABS™ website(s), our APIs, and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to display, view, explore, and create NFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, transfer, or display  NFTs on public distributed ledger networks, to purchase, sell, or transfer physical goods,  and to communicate with others in audio, video, and text chat rooms, (collectively, the “Service”). “NFT” in these Terms means a non-fungible token or similar digital item implemented on a distributed ledger network (such as the Hedera Network), which uses smart contracts and/or tokens to link to or otherwise be associated with certain content or data.

For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service. If you use the Service 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.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 22 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.

BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE, as well as any amendments in effect as the time you accept and/or use the Service. If you do not agree with these Terms, you should not access or use the Service. ACME LABS™ reserves the right to change, modify, add, or remove any part of these Terms and to discontinue or revise any or all aspects of the Service, in its sole discretion, at any time, and without prior notice. You should check this page regularly for any modifications to these Terms. Any changes will be effective as of the date they are posted. Your continued use of the Service following the posting of any changes will mean that you understand and have accepted such changes.

ACME LABS™ is not a wallet provider, financial exchange, broker, financial institution, money services business, or creditor. ACME LABS™ provides a peer-to-peer web3 service that helps users discover and directly interact with each other and NFTs available on public distributed ledger networks. We do not have custody or control over the distributed ledger networks you are interacting with; however, we do offer minting services and we execute or effectuate purchases, transfers, or sales of NFTs & related smart contracts using Acme™ Vaults (“vault” or “vaults”). To use our Service, you must use a vault or third-party wallet which allows you to engage in transactions on distributed ledger networks.

All mints are custodial until sold. “Custodial mints” initially land in the platform’s treasury until

sold. As mentioned above, a vault or wallet connection is required to use this software. All transactions are irreversible, including erroneous transactions and omissions.

ACME LABS™ is not party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of users or third-party minted NFTs (and any content associated with such NFTs) visible on the Service.

Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.

2.            Account Information

To use the Service, you must first log in by creating an account using an email address and password of your choice (your “Account”). You agree to (i) provide true, accurate, current, and complete information about yourself as prompted by the applicable registration form, and (ii) maintain and promptly update such information to make sure it is true, accurate, current, and complete. 

You are responsible for maintaining the confidentiality of your Account and password. You agree to (a) not allow any third party to use your Account or password under any circumstances; (b) immediately notify ACME LABS™ of any unauthorized use of your Account or password or any other breach of security; (c) make sure that you exit from your Account at the end of each session; and (d) not store your Account information on public or third-party computers, mobile phones, or other devices. You understand and acknowledge that you are fully responsible and liable for all activities and charges, including, but not limited to, product purchases, which occur under your Account or password. You understand and agree that ACME LABS™ will not be responsible or liable for any loss or damage arising from or in connection with your failure to comply with these requirements or any theft, misappropriation, disclosure, or unauthorized use of your login information.

Without limiting any rights ACME LABS™ may otherwise have and without obligating itself to do so, ACME LABS™ reserves the right to take any action it deems reasonable or necessary to protect the security of your Account, including, but not limited to, asking you to change your password, requesting additional information in order to authorize any purchases or other actions under your Account, or terminating your Account.

3.            General Use of the Service

You will need a distributed ledger network address and a third-party wallet or vault to access the Service. Your Account on the Service will be associated with your distributed ledger network address or vault.

Your Account on ACME LABS™ will be associated with your linked distributed ledger network address and display the NFTs for that distributed ledger network address (and, if applicable, any content associated with such NFTs). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with ACME LABS™, and ACME LABS™ does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. ACME LABS™ accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider.

You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. Without limiting the foregoing, by using the Service, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction”); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.

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

We require all users to be at least 18 years old. It is prohibited to use our Service if you are under 18 years old.

4.            Accessibility to Service

ACME LABS™ use reasonable efforts to make the Service available for your use on a continuous basis. The Service may be unavailable for short periods of time for regular or emergency system maintenance. We will endeavor to have our scheduled maintenance occur during non-peak hours. In addition, accessibility to the Service may be interrupted because of conditions beyond our control, including outages in Internet, cellular or other communications availability. We will use diligent efforts to re-establish the Services as promptly as possible. We do not promise the Service will always be available for your use. We may elect to discontinue this Service at any time. If we choose to discontinue the Service, we will provide you with reasonable notice in advance of that fact. We reserve the right at all times to take actions to protect our systems and information, including denial of access to users of the Service.

5.            Ownership

All trademarks, service marks, logos, trade dress, trade names, copyrights, information, content, data, images, photographs, audio and video material, artwork, text, graphics, multimedia content, compilations, the “look and feel” of the Service, and other material that you see or read through your use of the Service, and all related code and material of any kind or nature (collectively, the “ACME LABS™ Materials”), are owned by ACME LABS™ or are being used by ACME LABS™ with permission. The ACME LABS™ Materials are protected by international, federal, and state laws and regulations, including but not limited to copyright, trademark, trade secret, trade dress, and other laws and regulations.  You may not modify, make derivatives of, reuse, or re-post the ACME LABS™ Materials or use the ACME LABS™ Materials for public or commercial purposes without Acme Lab’s prior written permission. Further, you agree not to take any action inconsistent with Acme Lab’s ownership interest in the Acme Lab Materials. 

You agree not to use any metatags or other “hidden text” utilizing “ACME LABS™” or any other name, trademark or product or service name of ACME LABS™ or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of ACME LABS™ and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by ACME LABS™.

6.            Shipping and Delivery

If you use the Service to purchase tangible goods (“Goods”), those Goods will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with any ACME LABS™ shipping restrictions that may be in place. All transactions for are made pursuant to a shipping contract, and, as a result, risk of loss and title for purchased Goods pass to you upon delivery of the Goods to the carrier.

Delivery of Goods purchased through the Service to addresses outside the United States is limited. Some Goods also have restricted delivery within the United States. Estimated delivery times are determined based on the method of shipping chosen when Goods are purchased and the destination of the Goods.

7.            Export Policy

You acknowledge that (a) the Goods and (b) the Service are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received, and you agree to comply with all applicable laws.

8.            License to Access and Use Service

ACME LABS™ grants you a personal, non-commercial, non-exclusive, limited, revocable, non-transferable license to access and use the Service, conditioned upon your continued acceptance of, and compliance with, these Terms. Your access and use of the Service is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Except as expressly permitted in these Terms, you may not use, reproduce, distribute, reverse engineer, modify, copy, publish, display, transmit, adapt, frame, link, sell, license, or in any way exploit the content available through the Service. ACME LABS™ does not guarantee the confidentiality or security of any communication or other material transmitted through the Service over the Internet or other communications networks.

9.            Third-Party Content and Services

Since a part of the Service involves peer-to-peer web3 service, ACME LABS™ helps you explore NFTs created by third parties and interact with different distributed ledger networks. ACME LABS™ does not make any representations or warranties about this third-party content visible through our Service, including any content associated with NFTs displayed on the Service, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on ACME LABS™ will always remain visible and/or available to be bought, sold, or transferred.

NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”). For example, when you click to get more details about any of the NFTs visible on ACME LABS™, you may notice a third-party link to the creator’s website. Such website may include Purchase Terms governing the use of the NFT that you will be required to comply with. ACME LABS™ is not a party to any such Purchase Terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms.

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

10.          Limitations on Minting NFTs

Although NFTs minted through the Service are immutable, ACME LABS™ reserves the right to restrict access to NFTs to comply with any United States law or court order, including but is not limited to, complying with DMCA requests, removing any illegal content, and removing any content containing minors. ACME LABS™ currently does not permit content on the Service that ACME LABS™ determines, in its sole and absolute discretion, is “Not Safe for Work” (“NSFW”).  In addition, ACME LABS™ does not permit content uploads that include:

(a) the likenesses of celebrities without notice of right to use their likeness;

(b) copyrighted or trademarked materials without notice of license or permission to use such

materials from current copyright holders; and

(c) images of minors without notice of parental consent;

We reserve the right to disable any Account found in violation of these minting limitations and to remove, omit, or restrict access to such content. No minting refunds will be provided to users violating these terms.

11.          User Conduct

We reserve the right to act, with or without advance notice to you, if we believe you have violated these Terms. Such action may include: (a) removing the ability to view certain NFTs on the Service or use our Service to interact with the NFTs; (b) restricting your ability to use the Service to mint NFTs; (c) disabling the ability to use the Service in conjunction with buying/selling/transferring NFTs; (d) disabling your ability to access our Service, including terminating your Account; and/or (e) other actions ACME LABS™ determines in its sole discretion to be necessary to protect the integrity of the Service, other users, or the general public.

You agree that you will not violate any law, contract, or the intellectual property rights of ACME LABS™ or any third-party.  You also agree and understand that you are entirely and solely responsible for your conduct and content while accessing or using the Service. You further agree that you will not:

(a) Use or attempt to use another user’s Account;

(b) Pose as another person or entity, or use a wallet to engage in a transaction through the Service that is owned or controlled, in whole or in part, by any other person;

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

(d) Distribute spam;

(e) Use the Service in such a way that could damage, disable, overburden, or impair the function of the Service in any manner;

(f) Bypass any measures we may use to prevent or restrict access to the Service or any other user’s Accounts associated with the Service;

(g) Use the Service for any purposes inconsistent with these Terms or any other instructions;

(h) Collect or store information about other users of the Service without authorization, including for purposes of transmitting or helping others transmit unsolicited marketing or other electronic communications;

(i) Use manual or automated software, devices, or other processes to “spider” or “crawl,” the Site or to collect or scrape any content or information from the Site.

(j) Sell or resell the Service or attempt to circumvent any ACME LABS™ fee systems;

(k) Engage in any conduct or communication on the Service which, as determined by ACME LABS™, defames, abuses, harasses, or threaten others, is hateful or racially, ethnically, or otherwise objectionable, or incites violence;

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

(m) Use the Service violate any law or regulation;

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

(o) Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;

(p) Use the Service to violate any securities laws or regulations;

(q) Disrupt other Account holders’ use of the Service;

We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Service.

12.          User Submissions 

ACME LABS™ may permit users to submit material for posting in connection with the use of the Service, including, without limitation, photographs, videos, artwork, images, information, ideas, comments, blogs, audio, suggestions, or other materials (collectively, the “Submitted Materials”). ACME LABS™ does not warrant or make any representation whatsoever, and does not make any guarantee regarding, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or any other attribute of the Submitted Materials. The Submitted Materials are the sole responsibility of the party posting such Submitted Materials.

You are entirely responsible for everything you upload, post, email, or otherwise make available on the Site. By uploading, posting, emailing, or otherwise making available any Submitted Materials on the Site you hereby: (a) grant to ACME LABS™ a non-exclusive, royalty-free, transferable, perpetual, worldwide license to copy, distribute, publish, retain, improve, prepare derivative works of, and commercialize the Submitted Materials; and (b) release ACME LABS™ from any claims related to defamation, invasion of privacy, rights of publicity, copyright, or any other legal or financial responsibility that may arise regarding the use of any image, name, voice, and likeness embodied in the Submitted Materials. 

13.          Disclaimer of Content

ACME LABS™, in its sole discretion, may at any time refuse or delete Submitted Materials it deems inappropriate, illegal, or harmful to others. ACME LABS™ does not undertake any obligation to monitor the Service for such material. The views, opinions, and accuracy of information posted through the Service are the responsibility of the poster. ACME LABS™ does not control, verify, or endorse any Submitted Materials or any other information or content not originating from ACME LABS™ or Acme Lab’s licensors. ACME LABS™ is not responsible for any person’s misuse or misappropriation of any ACME LABS™ materials, Submitted Materials, or any other information acquired from the use of the Service or linked from the Service.

14.          Intellectual Property Infringement Complaints – Digital Millennium Copyright Act Notice

ACME LABS™ respects others’ intellectual property rights and has made every effort to secure appropriate clearances for all content that ACME LABS™ directly makes available through the Service, and asks its users to do the same. ACME LABS™ may, in appropriate circumstances and at its discretion, disable and/or terminate the Account of users who it suspects to be infringers of intellectual property. Pursuant to the Digital Millennium Copyright Act (“DMCA”), ACME LABS™ has a designated agent to receive intellectual property infringement claims.  If you believe any material in the Service is infringing and has been posted by ACME LABS™, our users, or any other party, you may notify ACME LABS™ of the alleged infringement by contacting Acme Lab’s designated DMCA Agent at: 

                                DMCA Agent

                                Corridar Inc., d/b/a ACME LABS™

Address:

6549 Mission Gorge Rd #260

San Diego, CA

92120-2306

                                Email: info@acmelabs.xyz

Please include the following information in your notice:

(a)   Identification of the work(s) claimed to have been infringed and a statement of ownership to such work(s);

(b)   Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(c)  Information reasonably sufficient to permit us to contact you, such as an address,
telephone number, and e-mail address at which you may be reached;

(d)  A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(e)   A statement, under penalty of perjury, that the information in the notification is
accurate and that you are authorized to act on behalf of the owner of an exclusive
right that is allegedly infringed; and

(f)  Your physical or electronic signature.

15.          Consent to Receive Electronic Communications

By accessing and using the Service and/or creating an Account, you consent to receive any communications and data related to these Terms, your Account, and your use of the Service (collectively, “Notices”) via electronic mail. If you do not wish to receive such Notices from us via electronic mail, you must notify us to this effect and discontinue your use of the Service. Please note that your consent to receive such Notices is separate from any elections you may make to receive marketing and other promotional communications from ACME LABS™, which elections are governed by our Privacy Policy. 

16.          LIMITATION OF LIABILITY

(i)  YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL ACME LABS™ OR ACME LABS™’ PARENTS, SUBSIDIARIES, OR AFFILIATES, ANY OF THEIR RESPECTIVE SPONSORS, CONTRACTORS, VENDORS, SUCCESSORS, ASSIGNS, OR LICENSEES, OR ANY OF THEIR RESPECTIVE OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE ACME LABS™ RELEASED PARTIES”) BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THE USE OR THE INABILITY TO USE THE SERVICE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE MATERIALS AVAILABLE THROUGH THE SERVICE, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICE, OR ANY OTHER MATTER RELATING TO THE SERVICE, EVEN IF ANY OF THESE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES.

(ii) YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE AND/OR SITE-RELATED MATERIALS IS TO STOP USING THE SERVICE. YOU AGREE THAT THIS LIMITATION OF LIABILITY AND RELEASE IS MADE WITH THE KNOWING INTENT OF RELEASING ALL KNOWN AND UNKNOWN CURRENT AND FUTURE CLAIMS AND WITH THE INTENT OF WAIVING ALL RIGHTS UNDER UTAH LAWS OR OTHER LAWS REQUIRING SIMILAR WAIVERS TO BE KNOWN.

17.          Indemnification

By using the Service and thereby agreeing to these Terms, you irrevocably agree to defend, indemnify, and hold the ACME LABS™ Released Parties harmless from and against all claims or demands regarding: (i) your misuse of the Service or any ACME LABS™ materials connected to the Service; (ii) any violation by you of any term of these Terms; (iii) any breach by you of any representations or warranties made by you under these Terms; (iv) any Submitted Materials; and (v) your violation of any law or the rights of another party. Indemnification under these Terms shall include, but not be limited to, any liability or expenses, losses, damages (actual and consequential), suits, judgments, litigation costs, court costs, and attorney’s fees. This indemnification obligation will survive any termination of these Terms. 

18.          DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 

(A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. ANY CONTENT OR INFORMATION PROVIDED IN CONNECTION WITH THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. ACME LABS™ DOES NOT WARRANT THAT THE FUNCTIONS ON THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN OR CONNECTED TO THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE OR ANY SERVER THAT MAKES THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; 

                (B) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ACME LABS™ AND ITS OWNERS, MEMBERS, PARENTS, SUBSIDIARIES, AFFILIATES, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND LICENSORS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT; 

                (c) ANY ACME LABS™ MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. UNDER NO CIRCUMSTANCES WILL ACME LABS™ BE LIABLE IN ANY WAY FOR ANY ACME LABS™ MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE MISUSE OF ANY MATERIAL POSTED, EMAILED, OR OTHERWISE TRANSMITTED VIA THE SERVICE; 

(D) THE SERVICE AND ACME LABS™ MATERIALS ARE FOR INFORMATIONAL PURPOSES ONLY. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE USE OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OR APPLICATION OF THE SERVCIE, INCLUDING ADVICE YOU GIVE TO ANY THIRD PARTY; AND   

                (E)  IF YOU FIND ANY MATERIAL AVAILABE THROUGH THE SERVICE TO BE OBJECTIONABLE, YOU SHOULD NOT USE THE SERVICE.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED DISTRIBUTED LEDGER NETWORK. ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED DISTRIBUTED LEDGER NETWORK. ACME LABS™ AND/OR ANY OTHER ACME LABS™ PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

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

19.          Assumption of Risk

You agree that you assume the following risks: (a) To the extent there is a price or market for a distributed ledger network asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, including an NFT, and there is no guarantee that your NFTs will have or retain any value; (b) the commercial or market value on an NFT that you purchase may materially diminish in value as a result of a variety of things such as negative publicity; (c) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and ACME LABS™ will not be responsible for any of these, however caused; (d) the risk of losing access to NFTs due to loss of private key(s), custodial error or purchaser error; (e) the risk of mining attacks; (f) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties; (g) the risk of changes to the regulatory regime governing distributed ledger network technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFT; (h) the risks related to taxation; (i) that NFTs are not legal tender and are not backed by any government; and (j) ACME LABS™ is not responsible for any transaction between you and a third party (e.g., your transfer of an NFT from a third party on the so-called “secondary market”), and ACME LABS™ shall have no liability in connection with any such transaction. In addition to assuming all the above risks, you acknowledge that you have obtained sufficient information to make an informed decision make use of the Service and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. 

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

20.          Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use, and share personal data about you. By submitting personal data through our Service, you agree to the terms of our Privacy Policy, and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.

21.          Modifications to the Service

We reserve the right, in our sole discretion, to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result.

22.          Dispute Resolution; Arbitration

(a)  Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with ACME LABS™ and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. ACME LABS™ does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.

(b)  Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with ACME LABS™, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (i) you or ACME LABS™ may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (ii) you or ACME LABS™ may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.

(c) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at ACME LABS™, LLC, Attn: Legal Department, [6549 Mission Gorge Rd. #260 San Diego, CA 92120-2306]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and the JAMS Consumer Minimum Standards then in effect; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards then in effect. JAMS’s rules are available at jamsadr.com or by calling JAMS at 800-352- 5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Unless you elect to conduct the arbitration by telephone or written submission, an in-person arbitration hearing will be conducted in San Diego, California.

(d) Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(e) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and ACME LABS™. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

(f) Waiver of Jury Trial. YOU AND ACME LABS™ HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and ACME LABS™ are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(g) Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and ACME LABS™ agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in San Diego in the State of California. All other claims shall be arbitrated.

(h) Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(i) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with ACME LABS™.

(j) Modification. Notwithstanding any provision in these Terms to the contrary, ACME LABS™ may, in its sole discretion, make future material change to this Arbitration Agreement. 10003.

23.          Governing Law and Venue

The laws of the State of Delaware shall govern all matters relating to or arising from these Terms and your use of the Service, without regard to conflict of law principles. Jurisdiction and venue of any matter not subject to arbitration shall reside in the Federal District for the Southern District of California or any state court in San Diego County, California.

24.          Termination

ACME LABS™ reserves the unrestricted right, in its sole discretion, to restrict, suspend, or terminate your access to or use of the Service and/or to terminate the licenses granted herein at any time for any reason. You understand and agree that any termination of your access or use of the Service may be effected without prior notice to you, and that such termination may result in the forfeiture and destruction of all information and content associated with you and your activities in connection with the Service.

25.          Severability

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the remainder and shall not affect the validity and enforceability of any remaining provisions, which will remain in force.

26.          Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to ACME LABS™ for which monetary damages would not be an adequate remedy and ACME LABS™ 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.

27.          California Residents

Under California Civil Code Section 1789.3, Residents of California who use this Site are entitled to know that they may file grievances and complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210, or by email at dca@dca.ca.gov

28.          Export Laws

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

29.          Survival

Even after termination of your Account or these Terms of Use for any reason, all rights, obligations, and conditions under these Terms which by their nature should survive will survive, including, without limitation, warranty disclaimers, indemnification obligations, dispute resolution provisions, and limitations of liability.

30.          Miscellaneous

(a) These Terms constitute the entire agreement between you and ACME LABS™ relating to your access to and use of the Service.

(b) These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of ACME LABS™.

(c) Acme Lab’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

(d) The section headings used herein are for reference only and shall not be read to have any legal effect.

(e) The Service is operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and ACME LABS™ 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.  

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

31.          Contact Us

If you have any questions or concerns regarding these Terms, please contact us at info@acmelabs.xyz or by regular mail at ACME LABS™, Attn: Service Department, 6549 Mission Gorge Rd #260 San Diego, California 92120-2306. Please note that such communications are not necessarily secure. Accordingly, you should not include credit card information or other sensitive information in your correspondence with ACME LABS™.

32.          Acme™ Vault

The platform provides a data storage service for account ID’s and private keys associated with distributed ledger accounts that reference token entries on a ledger, referred to collectively as ACME™ Vaults (“vault” or “vaults”).  The vault allows users to view and transfer NFT’s to 3^rd party wallets. Acme Labs™ provides a transfer mechanism so users can specify which items in the vault should be transferred to a wallet.

The Provider safekeeps the user’s private key per individual account of users and shall always ensure through records and any other proper measure that the private keys are individually allocatable to each user. Private keys and transactions shall not be pooled in a collective account held by Provider on behalf of all or a subset of Users.

The platform will use commercially reasonable efforts to ensure that the data stored on the platform is secure and accessible to users. However, there is a risk that data stored on the platform may be lost or become unavailable for various reasons, including without limitation, hardware or software malfunctions, power outages, natural disasters, cyber-attacks, and other causes beyond the control of the platform. 

By using the platform, you acknowledge and agree that the platform is not responsible for any data loss or unavailability, including private keys associated with the vault, and you assume the risk of such loss or unavailability. You acknowledge that private keys are necessary to access and transfer NFT tokens associated with distributed ledger accounts. If a private key is lost, stolen, or otherwise inaccessible, any NFT tokens associated with that key may become locked to the original account, and recovery may not be possible. The platform makes no representations or warranties regarding the reliability, timeliness, quality, suitability, availability, accuracy, or completeness of the private keys stored on the platform.

33.          Your Account

Your Account is intended to enable you to link to a Digital Wallet or access a vault that stores cryptographic assets, which may contain your Digital Wallet address or other information related to or contained in your Digital Wallet, such as a digital key or digital address (such address or other information, your “Digital Wallet Info”). You shall be entirely responsible for maintaining the strict confidentiality of any Digital Wallet, or your Digital Wallet Info, and for any access to or use of the Site by you or any person or entity using your username, password, Digital Wallet or Digital Wallet Info, whether or not such access or use has been authorized by or on behalf of you, and whether or not such person or entity is your employee or agent; and for all activities that are conducted through your Account or using your Digital Wallet or Digital Wallet Info.

You agree to (i) ensure that you exit from your Account at the end of each session and (ii) immediately notify Acme Labs™ if you have any reason to believe an unauthorized use of your password, Account, Digital Wallet or Digital Wallet Info or any other breach of security has taken place. It is your sole responsibility to control the dissemination and use of your password, Digital Wallet and Digital Wallet Info, control access to and use of your Account, and notify Acme Labs™ when you desire to cancel your Account. Acme Labs™ will not be responsible or liable for any loss or damage arising from (A) your failure to comply with this provision or (B) use of your Digital Wallet or Digital Wallet Info, including the security and privacy practices of the third party(ies) who operate such Digital Wallet.

34.          3^rd Party Wallets

If you provide any external Digital Wallet Info on the Site, you acknowledge and agree that its contents (including any Tokens contained therein) may be scanned or analyzed to verify whether such Digital Wallet is compatible with the Site (collectively, the “Qualifications”). For clarity, and without limiting any other provision herein, Acme Labs™ may, in its discretion, add or remove the types of Digital Wallets that it deems to meet the Qualifications at any time. Acme Labs™ retains the ability to change the Qualifications necessary for an external Digital Wallet to be permitted for use in connection with the Site at any time for any reason.

You acknowledge that you are solely responsible for safeguarding and backing up your private keys and ensuring that your NFT tokens are secure and properly stored. You further acknowledge and agree that the platform may suspend, terminate, or otherwise restrict your access to the platform at any time, with or without notice, for any reason, including, without limitation, in the event of a security breach or suspected security breach or any violation of this agreement.

35.          Transactions

By initiating an instruction for transferring digital assets from an Acme™ vault, the User authorizes Provider to submit the Transaction to the relevant distributed ledger network (“DLT Network”) for validation and recording on the concerned DLT Network. Once a Transaction has been submitted to the relevant DLT Network, the DLT Network will automatically record or reject the Transaction and neither User nor Provider will be able to cancel or otherwise modify the Transaction. After being submitted for recording in the DLT Network associated with the concerned digital asset, a Transaction may be unconfirmed for a period of time. A Transaction is not complete while it is in a pending state.

Provider only performs services to enable Transactions on the DLT Network and has no title, rights or interest in the digital assets that are subject of the Transactions by the User. Title and ownership of such digital assets and control over such digital assets are and remain with the User and shall not be transferred to Provider. Provider may not for its own account sell, pledge, lend or otherwise use the digital assets of the User and may only act with digital assets as indicated in the instructions of the Users. 

User bears the risk of any Transaction not being recorded in the blockchain associated with the concerned digital assets or for any delay or conflicts in recordings, except in case User proves that such event is attributable to Provider’s gross negligence. 

User chooses the digital assets to which Transactions relate as long as they are supported by Provider and the counterparty for the Transaction. User is exclusively responsible for the digital asset and the counterparty User chooses. 

User is solely responsible for ensuring all Transaction details are correct, and User must carefully verify all transaction information prior to submitting transaction instructions. To the extent the Transaction is made as counterparty for the delivery of goods or services from a third party, Provider’s Services do not cover and Provider undertakes no responsibility in relation to the delivery, quality or any other aspects of any such goods or service.

The Services do not imply that Provider stores, sends, or receives digital assets. Any transfer that occurs in any digital asset occurs on the DLT Network associated with the concerned digital asset and not on a network or database owned, controlled or operated by Provider.

User is responsible for loss of DLT Network objects (including codes or keys, except those under Provider’s safeguarding) or digital assets.