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Terms & Conditions

Last Updated: 6/14/2022

MATTE FINISH, LLC (“MATTE,” “we,” “us”) is selling and distributing a collection (“Collection”) of non-fungible tokens (“NFTs”) associated with works of digital art (“Digital Works”) and additional rights, products, services, privileges, opportunities, and/or benefits that MATTE may choose to offer in connection with such NFTs (collectively, “Utility”), as part of the MATTE ecosystem (the “Project”). For more information on the Project, please visit https://matte.world/ (https://matte.world/) (the “Website”) and review these terms (the “Terms”).

ARBITRATION AND CLASS ACTION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.  BELOW, WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION.

EXPORT CONTROLS NOTICE: BY ACCESSING, USING, OR PARTICIPATING IN OUR PROJECT, YOU REPRESENT THAT YOU ARE NOT A “SANCTIONED PERSON,” AS DEFINED BELOW, UNDER UNITED STATES LAW.

You are entering into a binding agreement.  By participating in our Project or otherwise using or accessing the Website, you acknowledge that you are entering into a binding agreement with MATTE that includes: (a) these Terms; (b) our Privacy Policy (http://www.saatchiart.com/privacy), available at <PRIVACY POLICY LINK>, which governs our collection and use of personal information and other data (the “Privacy Policy”); and (c) any other terms, conditions, or policies linked to on our Website or in our Terms or Privacy Policy. You further acknowledge and agree that you have reviewed these documents. If you do not agree with the terms of these documents, you may not participate in our Project.

We may modify these Terms.  We reserve the right to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification on the Website or provide you with notice of the modification. By continuing to participate in the Project after we have posted a modification on the Website or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease participating in the Project. We encourage you to check back regularly to review these Terms.

The Project is subject to all applicable federal, state, and local laws. Void where prohibited.

Here are the basic facts and terms surrounding the Collection:

Black Card NFTs: How to Participate

  1. Background and Information:
  1. Eligible participants in the United States, in accordance with these Terms, will, for a limited time, as applicable, have the opportunity to mint, claim, receive, or purchase (collectively, “Redeem”) one (1) NFT from MATTE’s “Black Card” NFT collection (each, a “Black Card”).
  1. The Black Card NFT Collection will contain a total of three hundred thirty three (333) Black Cards.
  1. The Digital Work for each Black Card, including its look and appearance, will be identical across the entire Collection and may change or evolve over time.
  1. Some Black Cards will be reserved for, and made available or distributed to, designees chosen by MATTE in its sole and absolute discretion (each a “Reserved Guest”).
  1. The remainder of the Black Cards will be available only to Approved Applicants (defined below) in accordance with these terms.
  1. Notwithstanding anything to the contrary, MATTE shall have the right, but not the obligation, to distribute, sell, or offer, in its sole and absolute discretion, any number of Black Cards that are not Redeemed by Approved Applicants during the Availability Window (as defined below).
  1. Membership and Utility:
  1. Each Black Card NFT functions as a membership pass to the MATTE community.
  1. For a period of three (3) years after the first Black Card is distributed by MATTE to a Black Card Holder (as defined below), Black Card Holders will have exclusive access to designated areas of the MATTE BLACK Discord server (the “Server”) and may be eligible in the future to: (1) claim, redeem, mint, or purchase NFTs from one or more collections by MATTE or its affiliates, whether exclusively or before such NFTs are made available for sale to third parties or the public; (2) attend virtual and/or in-person meetups or events organized by or in collaboration with MATTE or its affiliates (“Events”); (3) access content and original media by MATTE or its affiliates, whether exclusively or before such content is made available for to third parties or the public; and (4) collaborate on creative endeavors with MATTE and artists, creators, brands, and Black Card Holders within our network.
  1. Except as expressly provided herein, MATTE does not make any representation or guarantee that any Black Card Holder will receive any Utility or achieve any particular outcome as a result of owning any Black Card.
  1. MATTE reserves the right, in its sole discretion, to restrict, limit, or deny any Utility to any Black Card Holder, including, without limitation, to limit the period of time when any Utility is available, for any reason, at any time.
  1. No Utility is intended to be any kind of endorsement whatsoever, and MATTE makes no recommendation and provides no investment advice in connection with any Utility or otherwise as a result of being a Black Card Holder.
  1. Application and Eligibility:
  1. You must, subject to our Privacy Policy, submit an application, available at https://matte.world/apply (https://matte.world/apply) (“Application”), along with contact information, for the chance to participate in the Project or Redeem a Black Card.
  1. MATTE will review and either approve or, without notice to you, deny each Application, in its sole and absolute discretion, based upon each applicant’s demonstrated interest in creative and artistic endeavors and anticipated contributions to the Project, including through participation in the Server, Events, or the broader “Web 3.0” community. MATTE will consider each Application without regard to age (if over 18), race, religion, gender, sex, sexual orientation, or nationality.
  1. You acknowledge and agree that Black Cards will, in accordance with these Terms, be available only to Reserved Guests and/or individuals who submit an Application that is subsequently approved by MATTE in its sole and absolute discretion (“Approved Applicants”).
  1. If your Application is approved, we will provide you, the Approved Applicant, via the email address submitted in your Application, instructions on how to Redeem your Black Card. To Redeem your Black Card, you may be required to purchase the NFT through a private listing by MATTE on a third-party NFT marketplace such as OpenSea (opensea.io).
  1. You acknowledge and agree that MATTE shall have no duty or obligation to make any NFT(s) or Utility available to you at any time regardless of whether you submit an Application.
  1. You acknowledge and agree that the approval of your Application and your access to the Project, a Black Card, one or more Events, and/or other Utility may be subject to additional terms and conditions including, without limitation, your payment of additional fees, providing MATTE or its designee proof of identification, and/or passing a criminal or other background check.
  1. Availability: Black Card NFTs will be available for each Approved Applicant to Redeem, in accordance with MATTE’s instructions, for a period of two weeks following the delivery of such instructions in accordance with these Terms (the “Availability Window”).
  1. Wallets: If you wish to Redeem a Black Card, you must use a digital wallet that allows you to purchase, store, and engage in transactions using cryptocurrency (“Wallet”), and you may be required to connect and unlock your Wallet through the Website or third-party services. You are solely responsible for the security of your Wallet, including, without limitation, the safekeeping of the private key associated with your Wallet
  1. Fees: You must have enough funds in your Wallet to cover, and you are responsible at all times for paying, the cost of gas and any other applicable fees (including platform fees) necessary to effectuate the minting or transfer of your Black Card on the Ethereum blockchain. Once you authorize a transaction to claim your Black Card, your order is passed on to the applicable digital wallet extension, which completes the transaction on your behalf. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency necessary to effectuate the transaction ($ETH).
  1. Transfers:
  1. You expressly acknowledge and agree that you will not sell, gift, trade, or otherwise transfer your Black Card to any other person or Wallet without MATTE’s prior written permission.
  1. Except with respect to transferring control of a Black Card to an Approved Applicant or Reserved Guest, (a) MATTE has no responsibility with respect to any transfer of any NFT, and MATTE will not be liable for the acts or omissions of any third parties, nor will MATTE be liable for any damages you may suffer as a result of your transactions or any other interaction with any third parties; and (b) MATTE has no control over the transfer, storage, ownership, or maintenance of any Black Card or other NFT.
  1. The transfer of a Black Card to your Wallet, if any, will be completed in accordance with these Terms.
  1. You acknowledge and agree that if a Black Card Holder decides to sell an Black Card NFT (“Secondary Sale”), then MATTE is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.

ALL TRANSACTIONS ARE FINAL. AT NO TIME WILL MATTE REFUND ANY TRANSACTION FEES OR OTHER COSTS YOU INCUR IN CONNECTION WITH THE PROJECT.

BLACK CARDS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY BLACK CARD OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM NETWORK. WE DO NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY BLACK CARD NFT.

TRANSACTIONS INITIATED THROUGH OUR WEBSITE OR OTHERWISE NECESSARY TO REDEEM BLACK CARDS MAY BE EFFECTED BY THIRD-PARTY DIGITAL WALLET EXTENSIONS (each, an “Extension”). BY PARTICIPATING IN THE PROJECT, YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICES AND PRIVACY POLICIES FOR THE APPLICABLE EXTENSIONS. FOR METAMASK, THOSE TERMS ARE AVAILABLE AT https://metamask.io/terms.html (https://metamask.io/terms.html) AND https://metamask.io/privacy.html (https://metamask.io/privacy.html).

TO THE EXTENT ANY THIRD PARTY BESIDES MATTE OFFERS UTILITY IN CONNECTION WITH ANY NFT, YOU ACKNOWLEDGE AND AGREE THAT MATTE SHALL NOT BE A PARTY TO, OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH, OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND THE APPLICABLE THIRD PARTY WITH REGARD TO SUCH UTILITY.

User Representations and Warranties

By accessing or using our Website or otherwise participating in our Project, you represent, warrant, and agree that:

  1. Age. You are at least eighteen (18) years old;
  1. Authority.  You have all requisite capacity, power, and authority to enter into and be bound by these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
  1. Non-Contravention. These Terms do not, and you submitting an Application or Redeeming a Black Card will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with, or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.
  1. Independent Investigation and Non-Reliance. You are sophisticated, experienced, and knowledgeable in the minting, bidding on, buying, selling, storing, and transfer of NFTs. Additionally, you have conducted an independent investigation of the Project and the matters contemplated by these Terms, 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 Redeem any NFTs and any Utility, you have relied solely on the results of such investigation and such independent judgement. Without limiting the generality of the foregoing, you understand, acknowledge, and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including, without limitation, the NFTs, 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 cryptographic tokens (including the 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, MATTE, in determining to enter into these Terms, mint, bid on, buy, or sell any Utility or participate in the Project.
  1. Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities, or minting of NFTs. No investigation or review by any governmental 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 relating to the Project.

Rights and Restrictions

Once you successfully receive an Black Card, you will own that NFT. Such owners of NFTs shall be referred to herein as “Black Card Holders.” Provided that the Black Card was obtained lawfully and in accordance with these Terms, at all relevant times, MATTE will recognize as the Black Card Holder the individual able to authorize transactions through the Wallet associated with the applicable NFT as identified by the Collection’s smart contract, the address of which is as follows: <INSERT SMART CONTRACT ADDRESS>.

By lawfully obtaining an Black Card, the Black Card Holder will receive a limited, personal, worldwide, non-exclusive, non-assignable, non-sublicensable, royalty-free license to download, access, and use one or more copies of the Digital Work associated with the NFT to: (i) publicly and privately display the Digital Work at any size; and (ii) market, promote, advertise, and sell the NFT associated with the Digital Work. This license belongs only to the current Black Card Holder as defined herein but automatically terminates when they cease to be the Black Card Holder for any reason.

For the sake of clarity, Black Card Holders may not do (nor permit any third party to do or attempt to do) any of the following:

  1. Modify any Digital Work in any way.
  1. Make “commercial use” of any Digital Work, including any Digital Work associated with their NFT(s), including, for example, by creating and selling copies of the Digital Work, licensing the Digital Work for commercial purposes (e.g., to sell merchandise, products, or services), or otherwise commercially exploiting the Digital Work.
  1. Use any Digital Work or NFT in any way that: (i) violates the rights of any third party, any applicable law, rule, or regulation, or these Terms; (ii) is obscene, profane, pornographic, vulgar, or offensive; (iii) incites or promotes violence or violent or dangerous behavior, or depicts violence (either towards others or oneself); (iv) involves hate speech, endorses any form of hate, or harasses, abuses, insults, harms, defames, slanders, disparages, intimidates, threatens, or discriminates against others based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (v) spreads false, deceptive, misleading, otherwise unsubstantiated or unfair information or material or promotes any particular political agenda or message; and (vi) promotes any activities that may be or appear unsafe or dangerous, including, without limitation, excessive consumption of alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing).
  1. Except as allowed under these Terms, to use any of MATTE’s intellectual property rights (such as trademarks, copyright, and design rights) whether registered or unregistered. All rights therein and goodwill associated therewith shall inure to the benefit of MATTE.
  1. Use any Black Card(s) to carry out financial activities subject to registration or licensing, including, without limitation, creating, listing, or buying securities, commodities, options, real estate, or debt instruments.

By participating in the Project, including by submitting an Application, you grant to MATTE an irrevocable, perpetual, unlimited, royalty-free, fully paid-up, worldwide, sublicensable right to use your public Wallet address and, to the extent made publicly available, any alias, name, avatar, online profile, domain name, or other information associated with your public Wallet address, for any lawful purpose whatsoever, including without limitation, for purposes of advertising or promoting NFTs or MATTE’s business.

Ownership

Unless otherwise indicated in writing by us, all content and other materials used in connection with the Project, including, without limitation, the MATTE logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of MATTE or our affiliates, licensors, or users, as applicable.

WHILE AN NFT MAY BE ASSOCIATED WITH A DIGITAL WORK, IT IS IMPORTANT TO UNDERSTAND THAT NFT OWNERS DO NOT OWN THE DIGITAL WORK OR THE COPYRIGHT IN THE DIGITAL WORK.

Account Security

You understand and agree that you are solely responsible for maintaining the security of your Wallets and each of your authentication credentials, seed phrases, private or public keys, NFTs, cryptocurrencies, and digital assets that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties may result in the loss or theft of your Black Card NFT(s) and/or other assets held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). MATTE is not responsible for managing and maintaining the security of your Wallet and shall have no responsibility or liability to you for any unauthorized access to or use of your Wallet or your inability to access or use your Wallet for any reason. If you notice any unauthorized or suspicious activity in your Wallet that seems to be related to the Project, please notify us immediately.

You are responsible for maintaining the confidentiality of all accounts and passwords, if any, used by you in connection with the Project and are fully responsible for any and all activities that occur under your passwords or accounts. You agree to (a) immediately notify MATTE of any unauthorized use of your passwords or accounts or any other breach of security, and (b) ensure that you exit from your accounts at the end of each session when participating in the Project. MATTE will not be liable for any loss or damage arising from your failure to comply with this section.

Community Disputes

You agree that you are solely responsible for your interactions with other Black Card Holders, if any, and that MATTE will have no liability or responsibility with respect thereto. MATTE reserves the right, but has no obligation, to become involved in any way with disputes between you and any Black Card Holder(s) or other third party with respect to the Project.

Export Controls and Sanctions

You acknowledge and understand that the Project and items offered in connection therewith, including NFTs, Digital Works, and Utility, are subject to U.S. export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and the regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (collectively, the “Export Controls and Sanctions Laws”).  You represent that you are not a Sanctioned Person and agree not to take any action that will cause anyone, including, without limitation, MATTE, to be in violation of any Export Controls and Sanctions Laws.

For purposes of these Terms, “Sanctioned Person” means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a U.S. person from engaging in transactions, and includes, without limitation, any individual, corporation, or other entity that appears on OFAC’s Specially Designated Nationals and Blocked Persons List or other lists maintained by OFAC or the U.S. Department of Commerce, as each such list may be amended from time to time.

Right to Suspend, Modify, or Terminate

MATTE may, from time to time, change or discontinue any or all aspects or features of the Project, including, without limitation, by (i) altering the smart contracts pursuant to upgrades, forks, security incident responses, or chain migrations or (ii) deactivating or deleting any media, Content, or other materials in MATTE’s sole and absolute discretion. In such events, you may no longer be able to access, interact with, or read related data. MATTE has the right, but not the obligation, to remove or disable access to any listing or other portion, feature, or functionality of the Project at any time. MATTE reserves the absolute right, in its sole discretion, to allow or disallow, without limitation, certain assets, listings, smart contracts, and/or Collections.

Persons who tamper with or abuse any aspect of our Project, who act in a disruptive manner, or who are in violation of these Terms, as solely determined by MATTE, may, without notice or refund, be banned from participating in and/or accessing our Project, Server, Utility, and Events.

Should any portion of MATTE’s Project be, in MATTE’s sole opinion, compromised by bots, worms, bugs, non-authorized human intervention, or other causes which, in the sole opinion of MATTE, corrupt or impair the administration, security, or fairness of the Project or the distribution of the NFTs or otherwise adversely affect MATTE’s business or good will, MATTE reserves the right in its sole discretion to suspend, modify, or terminate the Project.

Investigations

If MATTE becomes aware of any possible violations by you of these Terms, MATTE reserves the right to investigate such violations. If, as a result of the investigation, MATTE believes that criminal activity may have occurred, MATTE reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. MATTE is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in MATTE’s possession to: (i) comply with applicable laws, legal process, or governmental request; (ii) enforce these Terms, or (iii) protect the rights, property, or personal safety of MATTE, its affiliates, its users, the public, and all law enforcement or other government officials, as MATTE in its sole discretion believes to be necessary or appropriate.

MATTE may require you to provide, and you agree to provide, additional information and documents at the request of any competent authority or in order to help MATTE comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. MATTE may also require you to provide additional information and documents in cases where it has reasons to believe that: (i) your Wallet is being used for money laundering or for any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your Wallet were effected in breach of these Terms or other applicable terms, laws, rules, covenants, orders, or regulations. If you do not provide complete and accurate information and documents in response to such a request in a timely manner, MATTE may refuse to provide any further access to the Project or any Utility to you.

Assumption of Risk; Liability Waiver

By participating in the Project:

  1. You acknowledge and accept that transacting on a blockchain, including, without limitation, minting, bidding on, buying, or selling NFTs, contains inherent risk. Such risks include but are not limited to: (i) risk of sudden asset price changes; (ii) risk of smart contract failure or exploit; (iii) risk of hardware, software, or connectivity failure; (iv) risk of malicious software; (v) risks of unauthorized access to your Wallet; (vi) risk that you will no longer successfully retain ownership of or access to the NFT(s); (vii) risk that any data or any Digital Work becomes unavailable or decoupled from the NFT, including, without limitation, because of an outage, data loss or pursuant to a valid Digital Millennium Copyright Act takedown procedure carried out in compliance with our Terms; (viii) risk from regulatory inquiries, regulatory actions, legislation, or court rulings; and/or (ix) risks, bugs, malfunctions, cyberattacks, or changes to a blockchain network (e.g., forks) or related technologies that disrupt or result in a total loss of NFTs, their market value, or digital funds.
  1. You acknowledge and accept these and all associated risks and responsibilities and agree that your participation in the Project is at your own risk. You should not participate in the Project, including to engage in blockchain-based transactions, unless it is suitable given your circumstances and financial resources.
  1. You agree that MATTE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any of these risks.
  1. You acknowledge and accept that the sale of NFTs as part of the Project is facilitated and run by numerous third parties including, without limitation, your Wallet provider and one or more public peer-to-peer networks including, without limitation, the Ethereum network or other blockchain network and the Interplanetary File System (“IPFS”) or other distributed system for storing and accessing files or other data. None of these are under the control or influence of MATTE. MATTE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any third party, including, without limitation, lost, late, incomplete, damaged, delayed, inaccurate, stolen, misdirected, undelivered, or garbled NFTs, or for errors or difficulties of any kind related thereto, whether human, mechanical, electronic, computer, network, typographical, or otherwise. Transactions are publicly visible on the Ethereum or other applicable blockchain when made.
  1. You acknowledge and agree that MATTE is not a fiduciary and owes no duties to you, including the duty to ensure fair pricing of the NFT.
  1. You agree to bear sole responsibility for paying any and all taxes, duties, and assessments payable as the result of purchase, ownership, sale, transfer, use and/or exploitation of any NFT.
  1. You expressly agree that the release and waiver of liability contained herein is intended to be as broad and as inclusive as is permitted by applicable law and that if any portion hereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH DIGITAL ASSETS, PRODUCTS OR EXPERIENCES THAT MAY BE AVAILABLE OR DISCUSSED IN CONNECTION WITH THE PROJECT, OR UTILITY AVAILABLE TO BLACK CARD HOLDERS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MATTE, MATTE’S AFFILIATES OR ANY OF THEIR RESPECTIVE MEMBERS, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (“MATTE PARTIES”) BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PROJECT. IN NO EVENT WILL THE MATTE PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED ONE HUNDRED DOLLARS ($100).

UNDER NO CIRCUMSTANCES SHALL ANY MATTE PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE INITIAL INCIDENT RESULTING IN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT THE MATTE PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND LIABILITIES PROVIDED IN THIS SECTION, SO SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT MATTE PARTIES TO DISCLAIM CERTAIN WARRANTIES OR LIMIT CERTAIN LIABILITIES, THE EXTENT OF MATTE PARTIES’ LIABILITY AND THE SCOPE OF ANY SUCH WARRANTIES WILL BE AS PERMITTED UNDER APPLICABLE LAW.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless MATTE and the MATTE Parties 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 these Terms or your participation in the Project, 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”) that are caused by, arise out of, or are related to (a) your violation of these Terms; (b) your violation of the rights of any third party, including another user of any Wallet; (c) any breach or non-performance of any representation, warranty, covenant, or agreement made by you; and (d) your buying, selling, trading, or transferring of any NFTs.

Arbitration agreement and waiver of rights, including class actions

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations

Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to these Terms or the Project (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference or by telephone to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

Governing Law

These Terms will be governed by the laws of the State of California, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in Los Angeles County, California, except as described in the agreement to arbitrate below or as otherwise mutually agreed by the parties.

Agreement to Arbitrate

Except as provided below, you and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration on an individual basis. Class actions and class arbitrations are not allowed.  You may bring a claim only on behalf of yourself and cannot seek relief that would affect other users of our services.  If there is a final judicial ruling that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with these Terms, then only that particular claim or request for relief may be brought in court. All other claims (or requests for relief) remain subject to this provision.  Questions of arbitrability—i.e., whether a particular claim is subject to arbitration—shall be resolved in arbitration.

Instead of commencing an arbitration, you or we may also bring claims in your local “small claims” court if the rules applicable to that court allow it.  Otherwise, the claims must be resolved by binding, individual arbitration.

If you are in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules.  If you are outside of the United States, the arbitration will be conducted by the International Centre for Dispute Resolution in accordance with its International Expedited Procedures. The arbitration will be decided by a sole arbitrator.  The arbitrator will have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology.  The costs and fees of arbitration shall be allocated in accordance with the arbitration provider's rules, including rules regarding frivolous or improper claims.

You and we expressly waive a trial by jury.

The arbitration will be governed by the Federal Arbitration Act. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.

Arbitration Opt-Out

You can opt out of this arbitration agreement within 30 days of the date you agreed to these Term.  To opt out, you must send an email to us at info@matteprojects.com (mailto:info@matteprojects.com) with your full name and email address and a clear statement that you want to opt out of this arbitration agreement (such notice, an “Arbitration Opt-out Notice”). If you do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute.

Limitation of Actions

You and we agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or relating to these Terms or the Project must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.

Severability

Should any portion of these Terms be rendered void, invalid, or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.

Survival

Any provision of these Terms that by its nature would extend beyond its expiration or termination shall remain in effect in perpetuity or until fulfilled.

Contact Information

If you have any questions, would like to provide feedback, or would like more information about MATTE, please feel free to email us at info@matteprojects.com (mailto:info@matteprojects.com)