IRONPAW.IO Terms of Service
Last Updated: April 03, 2023
These terms of service (the “Terms of Service”, “Terms”, or “Agreement”) explain the terms and conditions governing your(“User(s)”, “you”, or “your”), access and use the services on the IRONPAW.IO site (hereinafter referred to as “Site” or “Website”) owned and operated by Random Character Collective, LLC, its relevant licensors, affiliates, related-third parties, and clients (referred to herein as “Service Providers”, “we”, “our”, or “us”). It is important that you read the content of these Terms of Service carefully, as your use of the Site shall signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree with these Terms, then you are not authorized to access or use any of the Services provided by this Site. To access our Site and make use of our Servies, you must be able to form a legally binding agreement with us. Accordingly, if you are an individual, you represent that you are at least eighteen years old or older and have the full right, power, and authority to enter into and comply with the Terms on your own behalf. If you are an entity, then you represent that you have the legal authority to bind such an entity.
“Artists” means any individual or entity that produced, contributed to, owns, or contributed to the Art, including, but not limited to, Adam Grabowski.
“Art” means any art, designs, drawings, traits, layers, and other design elements that may be associated with a Licensed NFT that you own.
“Content” means text, images, audio material, video material, audio-visual material, or other forms of media.
“Licensed NFT” means an IRON PAW GANG NFT that may make use of the Services provided by this Site.
“NFT” means any blockchain-tracked, non-fungible token.
“NFT Trading Platform” means a secure marketplace where NFTs are sold, transferred, and recorded on the applicable blockchain and where such transactions can be proven by the applicable blockchain.
“Own” or “Ownership” means, with respect to a Licensed NFT, a Licensed NFT that you have purchased or otherwise rightfully and legally acquired from a legitimate source, where proof of transfer was recorded on the applicable blockchain and ownership of the Licensed NFT can be proven.
“Owner” means someone who has rightful and legal Ownership of a Licensed NFT.
The Service Providers, upon your request and assent to certain conditions as provided by this Site, may provide certain services to you that may materially alter the appearance of one or more of your Licensed NFTs. (“Alteration Services” or “Services”).
Specifically, the Service Providers may provide you Services that will swap similar components between two separate Licensed NFTs (“Swap”). A Swap requires you to select both Licensed NFTs that you wish to make a Swap for, and your provision of the two NFTs requires you to temporarily provide full access to the Licensed NFTs to the Service Providers. The Service Providers will perform the Swap on your behalf through an alteration of the underlying metadata and associated art assets. A Swap may temporarily replace both Licensed NFTs with placeholder art and metadata while new assets are being generated. The Service Providers will then provide you with the serviced Licensed NFTs (“Serviced NFTs”).
You acknowledge and agree that any changes to your Licensed NFTs derived due to our Services should be assumed to be permanent and irreversible. You agree that the Service Providers do not provide any representations or warranties as to the quality of the Services. You agree that you are providing your Licensed NFTs for the Alteration Services at your own risk and will not hold the Service Providers liable for any issues that may occur with your Licensed NFTs, including, but not limited to, devaluation of your Licensed NFTs, material alteration of your Licensed NFTs, or loss of your Licensed NFTs.
You understand and acknowledge that the Service Providers are under no obligation to provide you with the Services. All provision of any Services to you or any other user is subject to the Service Provider’s discretion. Past provision of the Services does not guarantee that the Service Providers will continue to provide the Services in the future. Under no condition or circumstance will you be allowed to make such changes or perform similar services to the Services on your own or with a third party.
Unless otherwise stated, the Service Providers own the intellectual property rights published on this Website, including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes) and all other content or any description available on the Site or available via a link from the Site to a page created by us (collectively, “Site Content”).
You acknowledge and agree that the Artists own all legal rights, title, and interest in the Art associated with all Licensed NFTs, any changes resulting from the provision of the Services, and all intellectual property rights thereof, including but not limited to, all trademarks, copyright, and personality rights therein. Any rights provided to you upon purchase or assumed ownership of Licensed NFTs are limited to those expressly stated with the terms and conditions that accompany those Licensed NFTs. The Artists reserve all rights and ownership to all the Licensed NFTs, including the underlying Art.
The use of the Services may result in the User acquiring and losing certain intellectual property rights. If, for example, the User has a license to the underlying art of their Licensed NFTs, then the User will gain and lose the rights to use the visual elements of the Licensed NFT that were respectively gained and lost through the provision of the Services.
4. Rules of Conduct
As a condition of use and access to the Services, we expect that you will not inappropriately use the Services for any purpose that is prohibited by these Terms, the terms and conditions of the underlying Licensed NFTs, or any applicable laws and regulations, including, but not limited to, intentionally or unintentionally damaging, offending, or injuring another. You are responsible for all of your activity in connection with the Services. You agree that you shall not use the Services to engage in activity, intentionally or unintentionally, that would result in you depriving others of their realized value of Licensed NFTs.
You shall not, and shall not permit any third party to, use the Services in a fraudulent, misrepresentative, or deceptive manner. By way of example, without limitation, you agree that you shall not sell the newly serviced Licensed NFT to another if a buyer possesses an understanding that your Licensed NFT has not been serviced and retains the characteristics and traits which were present prior to the Licensed NFT receiving services. This limitation requires that you are not to accept offers that were made on the Licensed NFT before becoming a Serviced NFT and to follow all other guidelines required by the Site to make use of the Services as the Service Providers may decide upon from time to time in their sole discretion.
Prior to requesting any of the Servies, you agree that you are required to decline any and all pending bids, offers to sell, or other requests to buy your Licensed NFT(s) that are intended to be serviced. You acknowledge that your request for the Services is contingent upon you following these requirements. You further acknowledge and agree that using the Services to modify a Licensed NFT to intentionally misrepresent your NFT could be considered misrepresentation or fraud. It is your responsibility to comply with all applicable laws and regulations when using the Services.
Your failure to adhere to these Terms can and will result in your loss of ability to use the Services, use the Site, rights in your Licensed NFTs, and potential referrals to NFT Trading Platforms, regulatory bodies, and law enforcement as may be applicable and appropriate.
5. Fees and Payment
We reserve the right to require payment of fees for the Service at any time, without regard for whether or not we required payment previously. Should you elect to use any such feature, then you shall pay all applicable fees as described on this Site.
You have the limited right to transfer or sell your serviced Licensed NFTs on an NFT Trading Platform, provided that 1) the transferee or purchaser understands and accepts that the Licensed NFT has been serviced and has read and understands these Terms; 2) the transferee or purchaser understands and accepts all other relevant terms and conditions, including, but not limited to the terms and conditions of ownership of the underlying Licensed NFT and the NFT Trading Platform’s terms and conditions; and 3) you have not breached these Terms, the terms and conditions of the Licensed NFT(s), or the terms & conditions of the NFT Trading Platform prior to such transfer.
Upon initiating a Swap. both Licensed NFTs will temporarily have their transfer and sell ability disabled for a period of 24 hours. This period may be increased or decreased in future and any change will be indicated on this Site.
You agree you are solely responsible for any transactions between you and a third party, including, but not limited to, your use of any NFT Trading Platform to transfer your serviced Licensed NFTs. You agree that we have no responsibilities or liability with respect to any transfer you enact on any of such NFT Trading Platforms.
7. Assumption of Risk
You acknowledge and agree that: (1) the market and prices for a blockchain asset are extremely volatile; (2) subjective and collectible blockchain assets, such as the Licensed NFTs, have no inherent or intrinsic value, and fluctuations in the price of such blockchain assets could materially and adversely affect the price and value of your Licensed NFTs; (3) changing characteristics of Licensed NFTs may result in a large fluctuations in the value and price of such Licensed NFTs; (4) there are risks involved with using digital currencies and assets, including, but not limited to, risk of hardware, software, internet connection failure, risk of malicious software, and risk that unauthorized parties may gain access to your personal information including such information and assets contained in your digital wallet or elsewhere; (5) there is an inherent risk that new regulations or policies specific to digital assets may occur which may materially affect the value of any Licensed NFTs; (6) there is an inherent risk that the Services will not go as planned, and there may be unforeseen consequences such as loss of private keys, custodial error, loss of value in the Licensed NFTs, or that the changes to your Licensed NFTs will not be made in accordance with expectations.
8. Limitation of Liability
ALL SERVICES CONTEMPLATED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. THE SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, GOODWILL, WORK STOPPAGE, DIMINUTION OF VALUE, OR ANY OTHER INTANGIBLE LOSS, TECHNOLOGY FAILURE, OR MALFUNCTION, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE RELATED TO THE SERVICES) HOWEVER ARISING, EVEN IF YOU AND/OR THE SERVICE PROVIDERS KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE. YOU RELEASE US FROM ANY LIABILITY RELATING TO OUR SITE OR CONTENT, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST US. THIS RELEASE DOES NOT APPLY TO NEW JERSEY USERS.
If you are a resident of a jurisdiction that requires a specific statement regarding the release, then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 which states, “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You hereby waive this section of the California Civil Code. You hereby waive any similar provision in law, regulation, or code that has the same intent or effect as the aforementioned release. You release us from any liability relating to our site or its content, and you release us, our directors, officers, employees, affiliates, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against us. This release does not apply to New Jersey users.
10. Digital Millennium Copyright Act of 1988
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted on the Site infringe your copyright, you or your agent may send us a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon the Hosting Parties actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter- notice. All notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. You may reach our copyright agent by providing a direct message to Random Character Collective’s Twitter at @RNDMCHARACTERS. Please provide detailed information about your DMCA notice in conformance with the regulations and requirements of the DMCA.
11. Site Availability and Modification
Although we attempt to provide continuous Site availability to you, we do not guarantee that the Site will always be available, work, or be accessible at any particular time. We reserve the right to alter, modify, update, or remove portions of our Site at any time. We may conduct such modifications to our Site for security reasons, intellectual property, legal reasons, or various other reasons at our discretion; however, nothing in this section obligates us to take measures to update the Site for security, legal, or other reasons.
12. Unauthorized Conduct
When accessing or using our Site, you are solely responsible for your actions, and you agree to abide by the following rules of conduct:
- You agree not to copy, distribute, or disclose any part of the Site in any medium, including without limitation by any automated or non-automated “scraping;”
- You agree not to attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site;
- You agree not to use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Site or to extract or export data collected through the Site;
- You agree not to take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; You agree that you will not hold the Hosting Parties, any of its affiliates, or its third-party providers responsible for your use of the Site;
- You agree not to violate any requirements, procedures, policies, or regulations of networks connected to the Hosting Parties;
- You agree not to interfere with or disrupt the Site;
- You agree not to post anything contrary to our public image, goodwill, or reputation;
- You agree to not violate any US federal laws, state laws, or local laws while using the Site; and
- You agree not to use the Site in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, harmful, or harassing.
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Site may, at our discretion, be terminated or suspended. We reserve the right to suspend or terminate your access at any time without notice or explanation.
You agree to defend, indemnify and hold harmless the Hosting Parties and their officers, directors, employees, Affiliates, third parties, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:
- your use of this Site;
- your use of other Sites hosted by the Hosting Parties;
- your use of any of the Hosting Parties’ services;
- your violation of any term of this Agreement; or
- arising out of any claim that you have breached any provision of these Terms & Conditions.
This defense and indemnification obligation will survive this Agreement. You also agree that you will defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim, such as the one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
14. Choice of Law & Venue
This Agreement and any action related to this Agreement shall be governed by the laws in force in the State of California and US Federal law. Foreign laws do not apply. The offer and acceptance of this contract are deemed to have occurred in the State of California.
By using this Site, you agree that: (1) any claim, dispute, or controversy you may have against any of the Hosting Parties or the Site arising out of, relating to, or connected in any way with this Agreement or any Licensed NFTs purchased shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before
a single arbitrator pursuant to the applicable Consumer Rules and Procedures established by AAA (“Rules and Procedures”); (2) the claim or dispute must be brought within one (1) year of the first date of the event giving rise to such action (does not apply to New Jersey users) and the arbitration shall be held in Los Angeles, California or at such other location as may be mutually agreed upon by you and the relevant Hosting Parties; (3) the arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or the relevant Hosting Parties’ individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated (this does not apply to New Jersey users); (5) the parties will bear their own costs of representation and filing for the dispute; (6) where possible and allowed for under the AAA Rules and Procedures, the parties shall be entitled to appear electronically or telephonically for all proceedings; and (7) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor the relevant Hosting Parties shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, users may visit the AAA website at http://www.adr.org. In the event that any portion of this arbitration provision is found to be unenforceable or void, both parties agree to settle any disputes arising out of this Agreement in a court of competent jurisdiction located in or near Los Angeles, California.
16. Class Action Waiver
You and the Hosting Parties agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement or any other agreement you may have with any relevant Hosting Parties are deemed to conflict with the relevant Hosting Parties’ operation(s), you agree that the relevant Hosting Parties shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
19. No Joint Venture
This Agreement shall not constitute a joint venture, partnership, employment, or agency relationship between the parties.
All provisions of this Agreement which by their nature should survive after your use of the Site shall survive after your use of the Site, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. You agree that we are not required to provide you with access to our Site and may terminate our Site or your access to the Site at any time and for any reason.
We may amend these Terms from time to time. When we amend these Terms we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Site. Any Amendment to the Terms will apply to the use of this Site on the date that such an amendment is published.