METALUXE TERMS OF USE AND LICENSE AGREEMENT

Last updated June 6, 2022.

        These Terms & Conditions constitute a legally-binding agreement entered into between Metaluxe, LLC and you.

By visiting our website or community launchpad (luxeclub.io) (collectively, the “Site”) and/or Using Metaluxe NFTs and Metaluxe NFT Art, You represent and acknowledge that You have reviewed, considered and understood the following Terms and Conditions, and agree to be bound by them, together with any document that may be expressly referred to and are incorporated herein by reference (“Terms”).  If you do not agree to be bound by these Terms, do not Use the Site, Metaluxe NFTs nor Metaluxe NFT Art.

        Metaluxe reserves the right to change or modify these Terms at any time at our sole discretion. If we do, we’ll update the Terms on our Site, and it’s important You keep apprised on updated Terms. You understand and agree that by accessing our site or Using Metaluxe NFTs following any such change to these Terms, You do so subject to, and with agreement to be bound by, the revised Terms.

1. DEFINITIONS

“Metaluxe,” “we,” “us,” or “our” mean Metaluxe, LLC and its team members, agents, affiliates, predecessors and/or successors in interest.

“Metaluxe NFT(s)” means any NFT representing or linked to Metaluxe NFT Art created by or on behalf of Metaluxe.

“Metaluxe NFT Art” or “NFT Art” means any and all artworks, images, emotes, sounds, components or other audio-visual works of authorship associated with a Metaluxe NFT or otherwise created by Metaluxe.

“NFT(s)” means non-fungible cryptographic token, including those complying with ERC-721A, ERC-721, ERC-1155 or other non-fungible token standard.

“Use,” “Used” or “Using” means the minting, purchasing, owning, holding, modifying, and/or transferring.

“User(s),” “Consumer(s),” or “Owner(s)” means You as well as any other individual or entity Using a Metaluxe NFT.

“You” or “your” means any owner of a Metaluxe NFT.

2. INTENDED AND AUTHORIZED USERS

        Metaluxe NFTs and Metaluxe NFT Art are not intended for the Use by children.  Accordingly, by accessing our Site or by Using Metaluxe NFTs, You represent and warrant that you are 18 years of age or older.

You may not Use Metaluxe NFTs or NFT Art for any illegal or unauthorized purpose nor may You, in the Use of Metaluxe NFTs or Metaluxe NFT Art, violate any laws in your jurisdiction (including but not limited to copyright laws), nor use Metaluxe NFTs or Metaluxe NFT Art in any way that constitutes or facilitates unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel or obscene activity.

3. USE OF METALUXE NFTs, ACKNOWLEDGEMENT AND ASSUMPTION OF RISKS

        You acknowledge and agree that there are inherent risks associated with NFTs and digital assets and services, both generally and specific to Metaluxe NFTs. You further acknowledge that Metaluxe NFTs are not intended to be Used for certain purposes or objectives.  These risks and appropriate Use cases include, without limitation:

1. You are Using Metaluxe NFTs for purposes of enjoyment and entertainment, without expectation of financial gain; that Metaluxe is not promising any specific value for Metaluxe NFTs; and that while Metaluxe may make additional features or content available in the future, You are not relying on Metaluxe for future profit or financial gain. While Metaluxe NFTs may be bought and sold like any other product in a given marketplace, past performance of digital assets is not indicative of future results, and there is no guarantee of future performance, financial or otherwise. Any statements or expectations of future performance – irrespective of who makes such statements or who fosters any such expectations - are based upon opinions only, necessarily speculative in nature and based on certain assumptions. It can be expected that some or all of such assumptions will not materialize or will vary significantly from actual results, including, but not limited to, a complete loss of funds.

2. Minting and other transacting of Metaluxe NFTs are facilitated through a smart contract network, currently Ethereum.  Metaluxe makes no endorsement or representation as to the security or reliability of the Ethereum or any smart contract network or associated apps and services, which themselves carry inherent risks necessarily outside of the control of Metaluxe. Such risks include, but are not limited to, “clogged” network effects, bot infiltration, delayed or failed transactions and irrevocable loss of fees and other user funds associated with the minting or other transactional process(es); unanticipated forks or other changes to the smart contract network, attacks or breaches of the smart contract network. Metaluxe may have no ability to undo, reverse or restore certain transactions. Users must perform their own research, shall not rely upon any statements or opinions of Metaluxe as to smart contract network performance or reliability, and agree to participate despite the risks involved.

3. Metaluxe does not maintain custody of Your NFT after its minting and issuance to You or other third-parties, and therefore, custody of Metaluxe NFT tokens is the sole responsibility of You and any third-party apps or services You may choose. You acknowledge and agree to do your own research on custody, take self-responsibility for the custody and maintenance of Metaluxe NFTs, and familiarize yourself with cryptographic protocols and networks. Risks of poor custody practices include a complete loss of the Metaluxe NFT.

4. Metaluxe NFTs may be bought, sold or otherwise transferred on a secondary marketplace hosted or maintained by third-parties outside of the control of Metaluxe. Metaluxe may also partner or work with third-party vendors to facilitate the entertainment and enjoyment of Metaluxe NFTs, such as augmented reality and metaverse projects.  Such third-parties have their own software and hardware apparatus, created and maintained outside of the control of Metaluxe, and You must perform your own research and due diligence as to risks involved vis-à-vis such third-party marketplaces and other vendors.

5. NFTs and digital assets are an exciting, but novel concept under the law. Statutory, regulatory and common law continues to evolve, along with oversight and treatment by tax and other regulatory bodies. Metaluxe has no ability to foresee nor control the tax or other legal treatment of Metaluxe NFTs in the future, nor does Metaluxe make any representation as to legal or tax ramifications of Using Metaluxe NFTs.

6. NFTs are routinely the target of fraud, scamsters, counterfeiters and cyber-attacks, which can result in the partial or total loss of your funds or your NFTs. You must do your own research and exercise caution when Using Metaluxe NFTs.

        You represent and acknowledge that you have reviewed, understood and performed your own research on all such risks. you are encouraged to consult an independent legal, tax, technological advisor. you agree that metaluxe does not assume any liability with respect to such risks; that you agree to assume them and participate despite such risks. you further agree to release and hold harmless metaluxe for any damage or loss arising from, or in any way related to, these risks.

4. GRANT OF LICENSE, MODIFICATIONS AND CREATIVE FEEDBACK

        You acknowledge and agree that the Metaluxe NFT Art is separate from the Metaluxe NFT.  When You acquire an NFT, the underlying NFT is transferred to you and, by owning the NFT, you obtain a license to the NFT Art. For clarification, upon receipt of a Metaluxe NFT, you own the NFT, not the NFT Art.  

        For as long as You lawfully own a Metaluxe NFT, and subject to your compliance with these Terms, Metaluxe hereby grants you the following rights:

1. A non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the Metaluxe NFT Art for your Metaluxe NFT for personal, non-commercial use (such as to display in your wallet, as a profile picture, to use on a third-party platform for enjoyment).

2. A non-exclusive, worldwide, royalty-free license to use, copy, reproduce and display the Metaluxe NFT Art for limited commercial use, that being for purposes of marketing your NFT and selling or otherwise transferring Your Metaluxe NFT.  License for other commercial uses may be granted only upon written permission of Metaluxe.

        The license herein granted is non-transferrable, except to the extent You transfer the Metaluxe NFT, at which point you will no longer be granted any of the foregoing licenses in the Metaluxe NFT Art.

        Metaluxe encourages a thoughtful, creative and active community, and You may create modifications and derivative works of your Metaluxe NFT Art, consistent with scope of the license granted above. However, you acknowledge and agree that Metaluxe may also modify, or create derivative works of, and update any Metaluxe NFT Art, which may be similar or identical to Your own adaptations or derivative works. For that, you hereby agree to release Metaluxe and hold it harmless, and otherwise agree not to assert or bring any suit or claim, in connection with Metaluxe’s use of any Metaluxe NFT Art or any adaptations, modifications or derivatives of the same, irrespective of how similar it may be to the one created by You.  

        You may give us information, suggestions, creative ideas and feedback regarding the design or performance of the Metaluxe products and services (collectively, “Feedback”). You hereby give Us a right to use such Feedback however we choose, and in our sole discretion, for our technology, products, services and business. To the extent necessary, you grant us a non-exclusive, worldwide, transferable license for the usage of any Feedback with the right to grant sub-licenses and without any restrictions of use. You further agree to release Metaluxe and hold it harmless, and otherwise agree not to assert or bring any suit or claim, in connection with Metaluxe’s use of any Feedback.

        Nothing in this License shall be interpreted to grant you any rights to any Metaluxe trademarks belonging to Metaluxe.  Without our written permission, you may not use any Metaluxe trademarks for any commercial use, including without limitation any Metaluxe trademarks that may be displayed or contained within any Metaluxe NFT Art for your Metaluxe NFT.

5. WARRANTY DISCLAIMERS

        To the fullest extent permitted under applicable law, metaluxe NFTs and NFT art are issued “as is” and “as available” without warranties of any kind, express or implied, including, but not limited to, warranties of merchantability, and fitness for a particular purpose, quiet enjoyment and non-infringement and any warranties arising out of course of dealing or usage of trade.

        Metaluxe makes no warranty or representation, and disclaims all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, originality, security or reliability of metaluxe NFTs or NFT art; (b) the operation or compatibility with any other application or any particular system, device, blockchain, digital or hardware wallet(s), or marketplace(s); and (c) whether metaluxe NFTs or NFT art will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (d) the deletion of, failure to store, or a failed transfer of metaluxe NFTs.

6. LIMITATION OF LIABILITY AND INDEMNITY

        As a necessary, material condition to the use of metaluxe NFTs and NFT art and as a fundamental element of the basis of the bargain between you and metaluxe, you acknowledge and agree as follows --        

        Metaluxe, its officers, directors, team members, counsel, partners and affiliates will not be liable to you for any damages incurred, however caused and under any theory of liability or law, whether based in contract, tort, product liability or other legal theory.  this includes, without limitation, any incidental, special, exemplary or consequential damages; damages for lost profits, lost revenues, lost savings, lost business opportunity, or other similar damages of a consequential nature.

        You hereby release, hold harmless, and shall defend and indemnify metaluxe and its officers, directors, team members, counsel, partners and affiliates from and against any and all claims, demands, liabilities, losses, damages, suits or judgments of any kind or nature that you may have now or in the future, arising out of the use of metaluxe NFTs or NFT art, which shall  include reasonable attorney fees and costs incurred in the defense of any such claims or disputes.

        That to the maximum extent permitted by law, in no event will metaluxes’ total liability arising out of or in connection with these terms, or otherwise arising out of or in connection with metaluxe NFTs or NFT art, exceed two hundred ($200) u.s. dollars.

7. DISPUTE RESOLUTION AND CLASS ACTION WAIVER

        You further acknowledge that as a condition to the use of metaluxe NFTs or NFT art, all disputes arising out of or in connection with these terms, or otherwise any disputes whatsoever arising out of or relating to the use of metaluxe NFTs or NFT art, will be referred to and resolved by arbitration under the american arbitration association (“aaa”), to be adjudicated by an arbitrator venued in the state of indiana, governed by the procedural rules outlined by the aaa, and by the substantive laws of the state of indiana. accordingly, you hereby expressly waive your right to a trial by jury.

        You agree that by using metaluxe NFTs and NFT art, you expressly waive and give up any right to participate as a member or a head of a class of claimants in any lawsuit, including but not limited to class action lawsuits involving any claims arising from these terms, the use of metaluxe NFTs or NFT art, or metaluxe NFTs or NFT art generally.

        Any notices regarding any dispute or claims shall be sent by U.S. Certified Mail to Metaluxe, LLC, 411 Wolf Ledges Parkway, Ste. 201, Akron, OH 44311.