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Notable is revolutionizing how art is experienced and collected. We partner with world-famous artists in the creation of nonfungible tokens (“NFTs”) of artworks, and we provide museum-quality prints of the artworks to purchasers of the NFTs (“Prints”).
These Terms and Conditions of Use (“Terms”) apply to your use of our Website (https://www.notable.art, https://sketches.notable.art)(“Website” or “Services”), including the generation of digital artwork (“Digital Artwork); the minting and purchasing of NFTs associated with that Digital Artwork; and any Print(s) we provide to you (one associated with each NFT).
Please read these Terms carefully before using or engaging with our Services, as these Terms affect your legal rights. These Terms constitute a binding agreement that governs, inter alia, the minting and purchase of NFTs offered through our Services, your use of the software and services provided in connection with such NFTs, and any additional offerings that may be made available by us in connection with such NFTs (e.g., the receipt of a Print associated with each NFT).
By accessing, using, and engaging with our Services, you accept these Terms, without limitation or qualification. If you do not agree to these Terms, do not access, use, or engage with our Services. If at any time, any part of these Terms is no longer acceptable to you, immediately terminate your access to, use of, and engagement with our Services.
IMPORTANT NOTICE – ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: BY AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU AGREE THAT ALL DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT FOR CERTAIN LIMITED TYPES OF DISPUTES DESCRIBED IN SECTION 20 BELOW. YOUR AGREEMENT TO ARBITRATION MEANS YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND THE RIGHT TO TRIAL BY JURY, AND INSTEAD, DISPUTES WILL BE DECIDED BY A NEUTRAL ARBITRATOR. YOU ALSO AGREE THAT ALL DISPUTES BETWEEN US, WHETHER IN COURT OR IN ARBITRATION, WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND YOU ARE WAIVING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. PLEASE READ SECTIONS 20-22 OF THIS AGREEMENT FOR FURTHER DETAILS.
For information on how we collect, process, and store any personal information, please see our Privacy Policy.
Notable reserves the right to change, modify, add or delete portions of these Terms at any time, without prior notice. Please re-review the Terms periodically for changes. The “Last Updated” date on these Terms will allow you to determine if any updates have occurred. Your continued use of our Services after we have made any changes to our Terms will mean that you accept any changes to our Terms. If you do not agree with any revisions made to our Terms, you must stop using our Services.
This Privacy Policy contains the following sections:
Except as explained below, our Services and all the information they contain, or may in the future contain, including but not limited to the look, feel, design, graphics, and logos (the “Content”), is protected from unauthorized copying and dissemination by U.S. Copyright law, trademark law, international conventions, and other intellectual property laws.
Some of the Content displayed on our, such as Digital Artwork, trademarks, and logos of third parties, are owned (in whole or in part) by third parties. The remainder of the Content is owned by Notable. Except as we have described in these Terms, nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services, or any Content displayed on our Services, without the prior written permission of Notable or such third party that may own the Content displayed on our Services.
Third parties are not permitted to use (including the reproduction, distribution, transmission, dissemination, creation of derivative works, performance, or display) the Content from our Services for any third-party purposes, except with respect to the rights you have in the NFTs you have minted by us and/or acquire and certain rights in the Digital Artwork associated with your NFTs (as explained in more detail below). Prohibited uses of Content from our Services includes, inter alia: (i) the development of any software program, including but not limited to training a machine learning or artificial intelligence (AI) system, or (ii) providing archived or cached data sets containing Content from our Services to another person or entity.
If your use of our Services, or products and services sold via our Services (including NFTs and Digital Artwork), breaches these Terms, your right to use our Services will cease immediately. At our option, we may require you to return and destroy any and all copies of infringing and/or unauthorized material that you have created.
Your purchase of an NFT provides you with ownership rights solely in the NFT itself, including the right to store, sell, and transfer the NFT. You acknowledge that your purchase of an NFT related to specific Digital Artwork does not provide any rights, express or implied (including, without limitation, any copyright or other intellectual property rights) in or to the Digital Artwork, other than the right to display and share the Digital Artwork in association with the NFT you purchased (i) for your own personal, non-commercial use (which includes sharing your purchase/ownership of the NFT on social media), and/or (ii) for the purpose of selling, transferring or trading your NFT. As the owner of an NFT, you do not have the right to use the Digital Artwork associated with your NFT for any commercial purposes, including but not limited to: (i) reproducing the Digital Artwork, including making or selling copies of it; (ii) incorporating the Digital Artwork in any other work or forms of media; (iii) minting, tokenizing, or creating additional NFTs or other tokens associated with the Digital Artwork; (iv) selling, transferring or trading the Print of the Digital Artwork that we provide to you (except that the Print may be conveyed with the sale, transfer, or trade of the associated NFT); or (v) otherwise exploiting the Digital Artwork for commercial purposes. Upon your sale or transfer of the NFT, or if your ownership of the NFT is relinquished for any other reason, your rights and interest in the NFT and Print, and the Digital Artwork associated with them, immediately and automatically terminates.
If you are an artist who is using our Services to have an NFT of your Digital Artwork minted, and/or who is using our Services to have a Digital Artwork version of your artwork created, by entering into this Agreement you grant Notable the right to create the requested derivative works of your artwork/Digital Artwork, including the right to create a museum-quality print of the Digital Artwork to be given to the owner/purchaser of the related NFT; and the right to display that artwork (including in the form of Digital Artwork and/or NFTs) on our Services. By entering into this Agreement you also grant the owner/purchaser of NFTs (and related Prints) derived from your artwork/Digital Artwork the limited rights to display and share set forth above.
To the extent any user violates or infringes the intellectual property rights of Notable or of any third party in connection with use of our Services, Notable retains the right to terminate access for that user to our Services and to remove any such content. If you believe that your intellectual property has been used in connection with our Services in a way that constitutes infringement, please contact us and provide the following information:
An email address for contacting Notable is located in Section 8 of this Agreement.
You must be eighteen (18) years old to use your Services, including to mint and purchase NFTs using our Services.
When our Services require personal information about you, you agree to provide accurate and current information about yourself. You also agree to maintain and promptly update your information, as necessary.
You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account. You agree to immediately notify us if you discover or otherwise suspect any security breaches related to our Services and/or your information on our Services (e.g., suspected unauthorized use of your account).
Notable will not be liable for any loss or damage resulting from your failure to comply with the above requirements.
All users must have a digital wallet in order to mint and purchase NFT through our Services. The digital wallet is used to interact with the blockchain. You will need to be able to access your digital wallet in order to access your NFTs via our Services. If you lose access to your digital wallet, you will not be able to access the NFTs that you have minted and purchased through our Services.
All transactions initiated through your digital wallet are governed by the third party digital wallet entity’s terms of use and privacy policy. Notable has no control over such third parties, or their terms of use of privacy policies. We encourage you to review the third party’s terms of use and privacy policy.
You may be required to provide certain identification information and documents, including to complete “Know Your Client” (KYC) checks before you can complete your purchase of an NFT. If applicable, KYC checks are carried out by a third party on our behalf. Again, we encourage you to review the third party’s terms of use and privacy policy. If you are notified by us that a KYC check is required, you may not complete an NFT purchase through our Services until you have passed the KYC check.
In addition to KYC checks, we may also require you to provide additional information or documents at any time regarding, inter alia, the source of funds used for your purchase. We will only do this if we determine that we are require to do so under applicable laws and/or regulations (e.g., anti-money laundering laws) and/or at the request of any competent authority. If additional information or documentation is required, we have the right to suspend or cancel your transaction until that additional information or documentation is provided, reviewed by us, and we and/or competent authority determines the transaction is in compliance with applicable laws and/or regulations.
You acknowledge and agree that you are acting on your own behalf, and not as a broker, agent, employee, or contractor of any other party. You acknowledge and agree that the funds to be used for the purchase of an NFT do not originate from a person subject to financial sanctions or constitute or represent any person’s benefit from criminal conduct.
You represent that there is no legal proceeding pending that relates to your activities in connection with our Services or NFTs, or any other trading or blockchain related activities. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token trading activities. No investigation or review by any government entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice.
You acknowledge that you must provide all equipment and software necessary to connect to our Services. You are solely responsible for any and all fees associated with use of our Services (and the products offered), including but not limited to Internet connection or mobile fees, that you incur when accessing the Service.
You acknowledge that you are sophisticated, experienced and knowledgeable regarding blockchain technology and digital assets. You have conducted an independent investigation of our Services and the matters contemplated by this Agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to use our Services, you have relied solely on the results of your investigation and independent judgment.
By minting and purchasing an NFT, you agree to comply with any terms, including licenses or payment rights, that are embedded within or otherwise included with any NFTs that you purchase.
By initiating the minting and purchase of an NFT, you agree that you are submitting a binding offer to purchase the NFT from us. Your order is accepted and confirmed once the purchase is complete and we notify you that the purchase is complete. You acknowledge that your minting and purchase of an NFT cannot be returned or refunded.
Once your purchase is complete, you will receive the NFT through your digital wallet within the time period we represented when we confirmed your order. Title to the NFT passes to you once your purchase is complete.
You are permitted to sell, trade, or distribute your NFT on third-party marketplaces or exchanges, so long as your sale, trade, or distribution does not violate any of these Terms. NFTs minted and purchased via our Services may not be compatible with all third party marketplaces and exchanges. We are not liable for any loss incurred by you in connection with any transaction entered into by you on any third-party marketplace or exchange regarding an NFT minted and purchased via our Services. You agree that, if you sell an NFT minted by us, you will bind the purchaser of the NFT to any sale terms that were embedded within or otherwise included with the NFT when you purchased it from our Services.
Notable may set limits on or other terms regarding the sale of NFTs minted by us. To the extent such limitations exist, those limitations will be displayed on our Services at the point of sale.
Notable shall not be a party to any transaction or dispute between any initial buyer of an NFT minted by us and any subsequent owner(s) of that NFT, whether arising from any rights granted in that NFT or otherwise.
Notable permits links to our Services on third-party websites and apps. However, Notable does not grant any license or other permission for links or other use of our Services or Content if such use or link: (a) suggests that Notable promotes or endorses any third party’s causes, ideas, products or services, (b) copies, displays, disseminates or otherwise uses Notable Content without Notable’s express written consent, or (c) frames our Services on any other website or app. Furthermore, Notable does not grant its consent for links to our Services where the linking party engages in any Prohibited Conduct (as described in these Terms). We reserve the right to withdraw permission for any link at any time.
Our Services may contain links to sites on the Internet that are owned and operated by third parties (the “External Sites”). You acknowledge that Notable is not responsible for the availability of or the content located on or through any External Site. Notable does not control, endorse, sponsor, recommend, or otherwise accept any reasonability for the linked content. We encourage you to review any third party’s terms of use and privacy policy. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such External Sites, their terms of use, or their privacy policies.
The purchase price of an NFT will be the price indicated through our Services. Unless otherwise stated on our Services, the price indicated does not include any taxes that may be due in connection with such transaction. Notable will collect U.S. sales tax for all transactions with U.S. purchasers, according to the purchaser’s zipcode. For sales outside of the U.S., or in the event any additional taxes are due in any jurisdiction or for any particular purchaser, you will be responsible for the payment of such taxes and any related penalties and interest to the relevant tax authority. You also agree to indemnify Notable for any liability or expense Notable may occur in connection with such taxes. Upon Notable’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.
All prices and charges payable to Notable are shown in United States Dollars (“USD”). If you pay in a fiat currency other than USD, the amount you will be charged will depend on the exchange rate used by your bank or credit charge company at the time of the charge. We are not responsible for any exchange rate fees charged by your bank or credit card company, and such amounts are not charged by or received by us.
Payment processing for our Services is provided by one or more third-party service providers (“Payment Processor”). Notable may add or delete any Payment Processor at any time. Please review the terms and conditions imposed by the applicable Payment Processor at the time of your transaction. Notable does not control any Payment Processor, and Notable makes no representations with respect to any Payment Processor’s terms and conditions. If your right to use any Payment Processor’s payment processing system is terminated, you may not be able to purchase NFTs on our Services. You acknowledge that Notable shall have no liability to you in connection with any action or inaction of any Payment Processor, including without limitation any failure of any Payment Processor to fully or accurately transmit payment in connection with any purchase.
You may be required to provide our Payment Processor with payment information (e.g., credit card, digital wallet address, bank account information). Again, please review the Payment Processor’s terms of use and privacy policy. You acknowledge that Notable shall have no liability to you in connection with any action or inaction of any Payment Processor. By providing your payment information to our Payment Processor, you agree that Notable is authorized to immediately invoice your account for all fees and charges due and payable hereunder, and no additional notice or consent is required. You agree to immediately notify us and the Payment Processor of any changes in your payment information, including changes in billing address information. We reserve the right at any time to change our fees, prices, and/or billing methods by either posting the changed Terms on our Services and/or by emailing them to you.
If you have any questions or complaints, or would otherwise like to communicate with us, please email us at info@notable.art.
By using our Services, you agree to receive communications from us, including via email, text message, and/or pre-recorded messages. You agree that texts or pre-recorded messages may be generated by automatic telephone dialing systems. Communications you receive from us may include, but is not limited to, information concerning your account, information regarding the use of our Services, updates regarding new or discontinued features of our Services, and news concerning Notable.
We may use a mobile messaging service that allows users to receive SMS/MMS mobile messaging by opting-in (the “Messaging Service”). Regardless of the method you use to enroll in this service, you agree that your use of the Messaging Service is governed by this Agreement. We do not charge for the Messaging Service, but you are responsible for all charges and fees associated with such messages that are imposed by your wireless provider. By enrolling in the Message Service, you authorize us to send recurring SMS/MMS mobile messages to the telephone number you specify, and you represent that you are authorized to receive messages at that number. The messages we send through the Message Service may include multi-factor authentication, marketing messages, advertising messages, and/or reminders or notifications that you have enabled with respect to your use of our Services, and may be transmitted using an automatic telephone dialing system (“ATDS”) or other automated system for the selection or dialing of telephone numbers. Message frequency varies. Text the keyword STOP in reply to any message you receive through the Message Service to unsubscribe at any time. When you opt-out, you agree we may send you an opt-out confirmation message. For Message Service support, text HELP in reply to any message you receive through the Message Service or email us at the contact information provided in Section 8 above.
We may change any short code or telephone number we use to operate the Message Service at any time without notice to you. You acknowledge that any messages you sent to us (including HELP or STOP) may not be received, to the extent we have changed our short code or telephone number. If this happens, we will not be responsible for honoring requests made in such messages. We and the wireless carriers supported by the Message Services are not liable for any failed, delayed, or undelivered messages. If you send a message and we do not respond appropriately, it may be that we have changed our short code or telephone number, or there has been a failed or undelivered message. Please try resending your message at a later time, or in response to another later message from us.
By changing your phone number, you agree to opt-out of our Message Service. It is your responsibility to notify us if you are changing your phone or messaging device, or the associated number, to ensure that a new third party user of that device/number does not inadvertently receive messages or communications from us.
Subject to your compliance with these Terms, Notable hereby grants you a limited, revocable, non-exclusive, non-transferrable, non-assignable, non-sublicensable, “as-is” license to access and use our Services for your own personal, non-commercial use.
Notable may from time-to-time change or discontinue any or all aspects or features of our Services, including altering the smart contracts which are included in the blockchain platform or deactivating or deleting Content that Notable in its sole discretion determines has been abandoned. In such events, you may no longer be able to access, interact with, or read the data from our Services. You understand that our Services are evolving. As a result, we may require you to accept updates to any of our Services that you have installed on your computer, mobile device, or other electronic device. You acknowledge and agree that we may update our Services with or without notifying you. You may also need to update third-party software from time-to-time in order to use our Services.
The rights granted to you in this Agreement are subject to your ongoing compliance with these Terms, including without limitation the Prohibited Conduct terms forth in Section 12 below. Any future release, update, or other addition to our Services shall also be subject to the terms of this Agreement. Notable, its suppliers, and its service providers reserve all rights not granted in this Agreement.
“User Content” refers to any and all content that a user submits to us and/or uses in connection with our Services. You are solely responsible for your User Content, and you assume all risks associated with your User Content.
You hereby represent and warrant that your User Content does not violate our Prohibited Conduct terms set forth below. You alone are responsible if your User Content violates our Prohibited Conduct terms.
You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Notable. You alone are responsible if your User Content represents or otherwise implies that it is provided, sponsored, or endorsed by Notable.
Notable is not obligated to back up or store any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
You hereby grant (and you represent and warrant that you have all rights necessary to grant) to Notable a perpetual, irrevocable, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content. You hereby waive any claims and assertions of moral rights or attribution with respect to your User Content.
You hereby grant Notable a perpetual, irrevocable, fully-paid, royalty-free, transferable, worldwide, non-exclusive right and license to use without restriction all feedback or other suggestions provided by you.
You may use our Services for lawful purposes only. You may not access or use, or attempt to access or use, our Services to take any action that could harm us or a third party. You may not use our Services in violation of applicable laws, including in violation of our or any third party’s intellectual property or other proprietary or legal rights. You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to alter or interfere with our Services, products, or Content, or make any unauthorized use thereof.
Without Notable’s prior written consent, you shall not:
Engaging in prohibited use of our Services may result in civil, criminal, and/or administrative penalties, fines, or sanctions against user and those assisting the user.
You agree not to use our Services in any way that (i) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotional of racism, bigotry hatred, or physical harm of any kind against any group or individual, or (iii) is harmful to minors.
We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate this or any other provision of this Agreement. Such action may include removing or modifying your User Content, terminating your account with our Services, and/or reporting you to law enforcement authorities.
You agree that you are solely responsible for your conduct while participating in the minting and purchasing of NFTs, or otherwise accessing and/or using our Services. You agree that you will abide by these Terms and not (i) provide false or misleading information to Notable; (ii) use or attempt to use another User’s account or digital wallet without authorization from such user and Notable; (iii) pose as another person or entity; (iv) use our Services in a manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner; (v) develop, utilize, or disseminate any software, or interact with any API in any manner that could damage, harm, or impair our Services; (vi) reverse engineer any aspect of our Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to our Services; (vii) attempt to circumvent any content-filtering techniques we employ, or attempt to access any features or areas of our Services that you are not authorized to access; (viii) use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access our Services, extract data or Content from our Services, or otherwise interfere with or modify the rendering of our Services; (ix) collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such individuals, companies, or other persons or entities; (x) use data collected from our Services for any direct marketing activity (e.g., email marketing, SMS marketing, telemarking, direct marketing); (xi) bypass or ignore instructions that control all automated access to our Services; (xii) use our Services for any illegal or unauthorized purposes, or engage in, encourage, or promote any activities that violate any applicable law or this Agreement; (xiii) use the blockchain platform to carry out any illegal activities in connection with or in any way related to your access to and use of our Services.
If Notable becomes aware of any possible violation(s) by you of these Terms, Notable reserves the right to investigate such violation(s). If, as a result of such investigation(s), Notable believes that criminal activity may have occurred, Notable reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.
Notable is entitled to, except as prohibited by law, disclose any information regarding you that Notable has in its possession, custody, and control, including your Content, to comply with applicable laws, legal process, and/or governmental requests; to enforce this Agreement; to respond to any claims that your User Content violates the rights of third parties; to respond to your requests for customer service; or to protect the rights, property, or personal safety of Notable, its users, the public, and all law enforcement and other governmental officials, as Notable deems appropriate. By agreeing to these Terms, you provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy regarding use of our Services, including without limitation text, voice, or video communications.
You understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies, smart contracts, NFTs, and cryptocurrencies, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or NFTs may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Notable in determining to enter into this Agreement and use our Services.
Our Services, the blockchain platform, and NFTs could be impacted by regulatory actions, legislation, or proposed legislation or policies which could limit or restrict, inter alia, your ability to access our Services, your NFTs, or the Digital Artwork associated therewith, your ability to mint and purchase NFTs using our Services, your ability to sell NFTs minted by us, and your ability to access and display Digital Artwork.
You acknowledge and agree that we are not liable or responsible for errors, failures, losses, or injuries caused by you, such as forgotten passwords or mistyped addresses.
The sale and purchase of NFTs using our Services are executed by one or more smart contracts on a blockchain platform. Smart contracts may be subject to malfunctions and errors, such as programming errors, delays and disruptions, hacking and theft, the use of viruses, phishing and other computer-related attacks, or changes to the protocol rules of the blockchain platform, which can adversely affect the way our Services and smart contracts work and may expose you to a variety of risks of loss (such as the risk of loss of your NFT or cryptocurrency). You acknowledge and agree that you understand this risk.
You acknowledge and agree that once a smart contract has been executed in connection with the purchase of an NFT, it cannot be reversed and therefore, there are no refunds or returns.
You acknowledge and agree that transacting with NFTs may expose you to certain regulatory risks, including those relating to the tax treatment of NFTs or cryptocurrencies, and whether NFTs might be deemed securities or another regulated class of assets.
Notable does not own or control the blockchain platform, any digital wallets, the Payment Processors with whom we do business, or any other third-party site or service that you might access, visit, or use for the purpose of enabling you to use our Services. You acknowledge and agree that we will not be liable for the acts or omissions of any such third parties or third-party services, nor will we be liable for any loss or damage that you may suffer as a result of your transactions or any other interaction with any such third parties or third-party services.
You acknowledge and agree that certain information about your transaction, including your digital wallet address, may be publicly available on the blockchain platform.
You hereby release and forever discharge Notable and our officers, employees, agents, successors, and assigns (the “Notable Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, our Services.
OUR SERVICES, AND THE CONTENT DISTRIBUTED ON OUR SERVICES, ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. NEITHER NOTABLE, NOR ANY THIRD PARTIES OR THEIR RESPECTIVE AGENTS, MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SERVICES, CONTENT, AND NFTS MINTED/ PURCHASED THROUGH OUR SERVICES.
YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, COMPLETENESS, AND PERFORMANCE OF OUR SERVICES, CONTENT, AND NFTS IS ASSUMED SOLELY BY YOU. NEITHER NOTABLE NOR ANY THIRD PARTY OR THEIR RESPECTIVE AGENTS WARRANTS THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE; NOR DOES NOTABLE, ANY THIRD PARTY, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF OUR SERVICES. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF OUR SERVICES. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (1) USER ERROR, SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER-FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; OR (IV) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING, OR OTHER MEANS OF ATTACK AGAINST OUR SERVICES OR THE NFTS THAT ARE MINTED, SOLD, OR PURCHASED USING OUR SERVICES.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR WITH RESPECT TO ANY NFT OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN PLATFORM. WE CANNOT AND DO NOT GUARANTEE THAT ANY NFT MINTED OR SOLD BY US WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO SELL OR RESELL ANY NFT PURCHASED THROUGH OUR SERVICES.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 THAT PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
UNDER NO CIRCUMSTANCES SHALL NOTABLE NOR ANY THIRD PARTY NOR THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, PAST OR PRESENT OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES ATTORNEYS, LICENSORS OR INFORMATION PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF NOTABLE, THIRD PARTIES AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You hereby agree to indemnify, defend and hold Notable, and all of its predecessors, successors, parents, subsidiaries, affiliates, and past and present officers, directors, shareholders, investors, employees, agents, information providers, attorneys, representatives licensors and information providers (collectively, the “Notable Representatives”) harmless from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this Agreement or your use of our Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”). You agree to promptly notify Notable of any third party Claims and cooperate with Notable Entities in defending such Claims. Notable reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate reasonably with Notable's defense of such claim.
The Terms and Conditions shall be construed in accordance with the laws of the United States of America and the State of New York, without regard to conflict of laws principles.
Any claim or cause of action arising out of or related to use of our Services, NFTs that we minted or sold via our Services, or these Terms, must be filed within one year after such claim or cause of action arose or be forever barred.
You and Notable agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of our Services; any communications you receive from or about us; any items minted, sold or distributed using our Services; or any dispute, claim, or disagreements relating to this Agreement or prior versions of this Agreement (each, a “Covered Claim”) will be resolved by binding arbitration, rather than in court. Exceptions to the preceding mandatory arbitration provision include: (1) you and Notable may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you and Notable may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) (each, an “Excluded Claim”).
YOUR AGREEMENT TO ARBITRATION MEANS THAT FOR EACH COVERED CLAIM, YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT AND THE RIGHT TO HAVE A TRIAL BY JURY. INSTEAD, YOU WILL HAVE A HEARING BEFORE A NEUTRAL ARBITRATOR.
Prior to initiating arbitration (for Covered Claims) or a court proceeding (for Excluded Claims), both parties agree that they will provide individualized written notice of the potential claim to the opposing party setting forth (i) the factual and legal basis for the claim; (ii) contact information for the potential claimant and their counsel, if any; and (iii) the remedies sought, including the amount of claimed monetary damages (the “Notice”). Following receipt of the Notice by the opposing party, the parties agree to make a good faith effort for at least 30 days to resolve the claim before resorting to more formal means of resolution, including, without limitation, arbitration (for Covered Claims) or any court action (for Excluded Claims). Please send any notice directed to Notable to the email address specified in Section 8 above and to [Rothwell, Figg, Ernst and Manbeck, P.C. 901 New York Ave NW Suite 900, Washington, DC 20001].
Nothing in this Agreement shall prohibit the parties from engaging in other informal communications to resolve a dispute.
YOU AND NOTABLE AGREE THAT EACH PARTY MAY BRING DISPUTES RELATING TO BOTH COVERED CLAIMS AND EXCLUDED CLAIMS AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, A FEDERAL OR STATE CLASS ACTION LAWSUIT OR A CLASS ARBITRATION.
Arbitrations for any Covered Claims will be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules and the Supplementary Rules for Multiple Case Filings (collectively, the “AAA Rules”). For more information about arbitration, the AAA and the arbitration process, please consult the American Arbitration Associate Services at adr.org. The number of arbitrators shall be one. The arbitrator will be selected by the parties from AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within sixty-five (65) days of service of the Notice (see Section 20 above), then the AAA will appoint an arbitrator in accordance with the AAA Rules.
As stated in Section 19, New York law applies to any arbitration under this section, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of this provision. This Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you.
You and Notable agree that any and all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, and business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. The parties may, if they wish, enter into a separate confidentiality agreement to govern the confidentiality of documents in any specific proceeding, in which case, that agreement will govern the terms and conditions of confidentiality in that proceeding.
Unless you and Notable agree otherwise in writing, any hearings for the arbitration will take place in New York, New York. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, except that if the arbitrator finds at any time that a claim was filed frivolously, for purposes of harassment, or otherwise in bad faith, then the filing party will reimburse the other party for all costs and fees, including attorneys’ fees, associated with that claim.
Judgment of the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the State of New York. The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by both parties.
All provisions of this “Conduct of Arbitration; Governing Rules” section shall survive termination of these Terms and Conditions and/or your relationship with us.
Notable may, in its sole discretion, terminate or suspend your access to our Services for any reason, including, without limitation, breach of these Terms.
The provisions of these Terms shall survive the termination of any services.
Our failure to enforce any provision of these Terms or to respond to a breach by you or other parties shall not in any way constitute a waiver of our right to enforce subsequently any provision of these Terms or to act with respect to similar breaches.
Notable reserves the right to change, modify, add or delete portions of these Terms at any time, without prior notice. Please re-review the Terms periodically for changes. The “Last Updated” date on these Terms will allow you to determine if any updates have occurred. Your continued use of our Services after we have made any changes to our Terms will mean that you accept any changes to our Terms. If you do not agree with any revisions made to our Terms, you must stop using our Services.
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. Nothing in these Terms will serve to preempt the promises made in our Privacy Policy.
If a provision of these Terms is held invalid or unenforceable for any reason, that provision will be deemed severable and shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the intention of the parties. The validity and enforceability of any remaining provisions will not be affected and such provisions shall remain in full force and effect.
Notable is offering a temporary drop of four different NFTs to members of the Robinhood Wallet community (“Campaign”). This offer is held at: https://sketches.notable.art (“Website”) and begins at 9:00am ET on February 27th, 2024. This campaign will be live for 10 total weeks, ending at 12:00am ET on May 6th, 2024. Only wallets generated by, or imported into the Robinhood Wallet mobile application are eligible to participate in the Campaign. In order to claim an NFT from any drops, the user must provide Notable with a valid email address. This email address will be added into Notable’s general mailing list, and a specific mailing list for email addresses provided through the Campaign and on the Website.
This offering consists of four different NFTs (collectively: “The NFTs”), each are available for a total of two weeks, at which point any person with a Robinhood Wallet is eligible to claim an NFT from that drop. Once a Drop has ended, the NFT associated with that drop will never be minted again from Notable.
All NFTs are minted using an ERC-1155 smart contract on the Polygon Blockchain. Each wallet is limited to claiming 1 NFT from each drop. NFTs from this campaign are minted on-demand and each NFT is minted by request from the wallet owner. Notable will pay any gas fees required to mint an NFT from the smart contract for the first 10,000 users to claim an NFT. Notable is not responsible for gas or network fees associated with any other activities related to the NFTs.
Any email address provided to Notable during the Campaign and through the Website will be added to a general mailing list, and a mailing list specific to this Campaign. Notable may send messages relating to details around the Campaign, as well as general messages related to other campaigns, sales, offers, or activities by Notable. A user can unsubscribe from both mailing lists at any time after they have received their first email.
At the conclusion of the live period for NFT #4, Notable will invite all participants in the campaign to purchase a poster of one of the 4 artworks included in the NFTs for the drop (“Poster Sale Period”). Notable will offer 100 posters of each During the Poster Purchase Period, Notable will offer 100 posters of each artwork, making 400 total posters available for purchase. Each poster is sold for $30.00 USD + sales tax. This is a flat fee and will be used to cover shipping and printing costs associated with the posters. A user can pay for a poster in USD using a credit or debit card, or can pay via one of the crypto currencies supported by the Website. Posters will be shipped to users at some point after the conclusion of the Poster Sale Period. In order to receive their poster, a user must provide valid shipping details and other personal information.
The Poster Sale Period will begin at 9:00am on April 23, 2024 and conclude at 9:00am on May 6, 2024. Posters will be sold through this time period or until supplies last.
Users can purchase one poster per eligible wallet, provided they meet the eligibility requirements for purchase. In order to purchase a poster, the user must connect their Robinhood Wallet to the website and the connected wallet must contain one NFT from each of the drops