Terms and conditions
Last Updated: April 03, 2023
These terms and conditions (“Terms and Conditions”, “Terms”, or “Agreement”) constitute an agreement between Random Character Collective, LLC, its licensors, affiliates, and the Artists (collectively referred to as the “Hosting Parties”, “us”, “we”, and “our”), and you, a user (“User(s)” “you,” or “your”). These Terms describe the terms and conditions controlling your use of the IRONPAW.IO website (the “Website” or “Site”), including your use and/or purchase of any products on, or in connection with, the Site. It is important that you read the content of these Terms and Conditions carefully, as your use of the Site signifies that you have read, understand, and agree to be bound by these Terms in their entirety. If you do not agree with these Terms and Conditions, then you are not authorized to use this Site, purchase products, or otherwise accept the transfer of any digital products in connection with this Site.
We may amend these Terms and Conditions from time to time, with or without notification, so please come back and review these Terms and Conditions often.
“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.
“Content” means text, images, audio material, video material, audio-visual material, or other forms of media.
“Digital Assets” means all digital content that is for purchase on or in connection to this Site, including Licensed NFTs.
“Licensed NFT” means an IRON PAW GANG NFT that was originally minted on this Website.
“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 is purchased through the Website or otherwise rightfully acquired from a legitimate source, where proof of purchase 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.
“Products” means all Digital Assets and physical products that the Hosting Parties may decide to sell or make available from time to time through, or in connection with, this Site.
“Random Character Collective, LLC” means the operator and manager of the Site.
Unless otherwise stated, the Hosting Parties 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 Site to a page created by us (collectively, " Site Content").
You acknowledge and agree that the Artists own all legal rights, title, interest in the Art associated with any Products, including the Licensed NFTs, 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 herein. We reserve all rights and ownership to all the Products, including the Licensed NFTs and underlying Art not specifically granted to the User in this Agreement.
Any payments or financial transactions that you conduct or engage in through the Site are final. Any payments that are processed through third parties will be subject to their terms and conditions, if any, associated with such third parties. You acknowledge and agree that the Hosting Parties have no control over these payments or transactions and that the Hosting Parties cannot and will not reverse such payments or transactions. All purchases, as well as any associated charges, are non- refundable.
You shall be responsible for all applicable taxes derived from your purchases, including any sales or compensating use tax or equivalent tax wherever such tax may arise.
You accept and acknowledge that the Hosting Parties will not be responsible for any communication failures, disruptions, distortions, delays, or any other errors that may arise when you attempt to make a purchase.
4. Licensed NFT User Ownership
Upon your acceptance of this Agreement and your assumption of Ownership of a Licensed NFT, the Artists grant you a non-exclusive, worldwide, royalty-free license to 1) use, display, or otherwise enjoy the Art of your Licensed NFT(s) for your personal use; 2) commercialize your Licensed NFT by producing and selling physical merchandise that portrays the Licensed NFT’s underlying Art in its entirety; 3) sell or transfer your Licensed NFTs to another party in accordance with Section 6 of this Agreement; and 4) use your Licensed NFT as part of a third-party website or application which permits the inclusion, involvement, and/or participation for your Licensed NFTs, provided that the website or application cryptographically permits and verifies each NFT owner’s rights and ownership to display the Art and the website or application ensures only the actual owner can display the Art.
The Hosting Parties may provide you, the Owner of a Licensed NFT, with a cropped version of your Licensed NFT (“Licensed NFT Crop”). In the event that you are provided a Licensed NFT Crop, the Artists shall grant you a non-exclusive, worldwide, royalty-free license to use, display, or otherwise enjoy the Licensed NFT Crop solely for your personal use and not for any commercial use of any kind.
You understand and agree that these rights are licensed solely to the rightful and legal Owner of the Licensed NFT. Your licensed rights to the Licensed NFT will terminate upon the rightful and legal sale or transfer of your Licensed NFT in accordance with Sections 6 and 7 of this Agreement and the new Owner, upon their acceptance of the Terms and Conditions of this Agreement, shall receive these licensed rights.
5. Restrictions to Use
You understand and agree that any physical merchandise that you produce must incorporate every element and trait of your Licensed NFT in full. The individual layers and traits of the Licensed NFTs are not owned by you and are the sole property of the Artists. Such commercialization rights are limited to the Licensed NFTs that you own, and those rights do not extend to or include the Licensed NFT Crops that you may be provided. Under no circumstances shall any of your physical merchandise replicate, or be at all similar to, existing physical products created, sold, previewed, or contemplated by the Hosting Parties, existing now or in the future.
You further understand and agree that this license does not permit the ability to create any digital merchandise. The creation and minting of any digital assets which are derivatives of Licensed NFTs or Digital Assets are expressly prohibited.
You understand and acknowledge that you may not, nor permit any third party to do or attempt to do the foregoing without the express prior written consent from us; (1) modify the Art in your Licensed NFT or any applicable Licensed NFT Crop in any way, including, without limitation, the shapes, designs, drawings, attributes, color schemes, or design elements of the Licensed NFT; (2) produce any merchandise in connection with your Licensed NFT that depicts lewd behavior, illegality, hatred, intolerance, cruelty, vulgarity, pornographic or other “adult-only” material, discrimination, or otherwise harmful material that may be considered to harm the public’s perception of the Art as determined by us in our sole discretion; (3) or attempt to trademark, copyright, or otherwise attempt to acquire additional intellectual property rights in your Licensed NFT or any applicable Licensed NFT Crop. These restrictions notwithstanding, the user may be allowed to modify the Art in the Licensed NFT through separate alteration services conducted and expressly allowed by the Hosting Parties. However, such modifications performed by the Hosting Parties shall not confer additional rights to the Licensed NFTs to you beyond the existing licenses described in Section 4 of these Terms.
You have the limited right to transfer or sell your Licensed NFTs on an NFT Trading Platform, provided that 1) the transferee or purchaser understands and accepts the terms of this Agreement and the terms and conditions of the applicable NFT trading platform and 2) you have not breached this Agreement or the Terms & Conditions of the NFT Trading Platform prior to such transfer.
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 Licensed NFTs.
7. Termination of License
The licensed rights granted to you in Section 4 of this Agreement shall automatically terminate if you perform any of the following actions: 1) sell, trade, donate, or otherwise transfer your Licensed NFT(s) in any manner; (2) breach any terms of this Agreement or any Terms & Conditions for the designated NFT Trading Platform; or (3) engage in or initiate any legal actions against the Hosting Parties and each of their respective officers, directors, members, affiliates, agents, or employees.
Upon termination of your licensed rights, you must immediately cease and desist all activities and rights granted to you from Section 4, including ceasing all activities involving the Licensed NFT for your own personal use and creating or selling physical merchandise that incorporates the Art of the Licensed NFT.
8. Assumption of Risk
You acknowledge and agree that the Licensed NFTs are made solely for entertainment purposes only. You further 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) 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; (4) 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; (5) there is an inherent risk that you may lose access due to loss of private keys, custodial error, or even purchaser error; (6) there are risks related to taxation; and (7) we do not make any guarantees or representations about the availability of the Licensed NFTs or the art or that they will host the Licensed NFTs or the Art in any specific location for any specific period of time.
You understand that the Licensed NFTs sold by the Hosting Parties may be changed by their respective owner through certain conditions being met or by certain allowed services being performed. You understand that these changes may cause material elements of the Licensed NFT to change which may not be immediately visible on the Licensed NFTs as they may appear on NFT Trading Platforms. You agree that your bid, purchase, or offer for any Licensed NFT is made with the understanding that specific elements of any Licensed NFT may have changed without being reflected on NFT Trading Platforms. You understand that losses in value may occur from such a change occurring in the Licensed NFTs, and such changes may occur prior to the completion of your purchase of one of the Licensed NFTs on a third party platform.
You agree that any bid, purchase, or offer to purchase any of the Licensed NFTs are made at your own risk. You agree that you have received sufficient information to make an informed decision regarding the decision to purchase or otherwise obtain the Licensed NFTs and that you understand and agree that you are solely responsible for determining the value, nature, and appropriateness of the above risks for yourself.
9. Limitation of Liability
ALL LICENSED NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. THE HOSTING PARTIES 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 HOSTING PARTIES 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 ANY LICENSED NFT OR OTHERWISE) HOWEVER ARISING, EVEN IF YOU AND/OR THE HOSTING PARTIES 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.
11. 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.
12. 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.
13. 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.
15. 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.
17. 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.
20. 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.
To access the Site or buy our Products, 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 behalf. If you are an entity, then you represent that you have the legal authority to bind such an entity.
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.