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Terms of Use - Collective Strangers LLC

TERMS OF USE - COLLECTIVE STRANGERS LLC

Last Updated as of February 13, 2024

Collective Strangers LLC (“Collective Strangers,” “we,” “us,” or “our”) is excited to announce the migration of our existing NFT collection to the Ethereum L2 Base network, enhancing the efficiency and scalability of our services. This update to our Terms of Use (the “Terms”) reflects the changes associated with this migration and other updates to our services and content provided to you (“you” or “User”) through our website and platform located at www.strangershq.com (the “Site”). The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Site are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you. These terms govern your access to and use of this Site, as well as all content, functionality, and services offered on or through the Site, including Perks (as defined below) (collectively, the “Services”), and Strangers HQ NFTs on the Ethereum L2 Base network. By connecting your cryptocurrency wallet (e.g., MetaMask, Coinbase, Rainbow, WalletConnect) compatible with the Ethereum L2 Base network to the Services, or otherwise using or accessing the Services, Perks, or any Strangers HQ NFTs, you acknowledge that you have read and agree to these updated Terms.

By agreeing to these updated Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these updated Terms, you must not access or use the Site.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COLLECTIVE STRANGERS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time to reflect updates to our services, including the migration to the Ethereum L2 Base network. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Site user interface, in an email notification, or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site, including the migration to the Ethereum L2 Base network, will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use.

1. SMART CONTRACT ENABLED

Strangers HQ NFT is a non-fungible token that, following our recent migration, now utilizes smart contracts on the Ethereum L2 Base network (“Smart Contracts”). The Ethereum blockchain and Base blockchain provide immutable ledgers of all transactions that occur on their respective blockchain. This means that all Strangers HQ NFTs are outside of the control of any one party, including Collective Strangers, and are subject to many risks and uncertainties.

Collective Strangers neither owns nor controls MetaMask, Coinbase Wallet, Rainbow Wallet, WalletConnect, the Ethereum network, Ethereum L2 Base network, your browser, or any other third party site, product, or service (including third-party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell Strangers HQ NFTs (“Transaction”). Except for transferring control of the Strangers HQ NFT to the initial purchaser through the Services (“Initial Purchaser”), Collective Strangers has no responsibility with respect to any Transaction. Collective Strangers will not be liable for the acts or omissions of any third parties, nor will Collective Strangers be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties.

You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction on the Ethereum network or Base network. Aside from transferring control of the Strangers HQ NFT to the Initial Purchaser, Collective Strangers has no control over the transfer, storage, ownership, or maintenance of the Strangers HQ NFT.

2. CHANGES TO THE SERVICES

Collective Strangers reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Collective Strangers will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, including in relation to any Strangers HQ NFT.

3. COLLECTIVE STRANGERS BENEFITS

A Collector (as defined below) of a Strangers HQ NFT may receive special perks, experiences, or opportunities as determined by Collective Strangers in its sole discretion (“Perks”) after the Strangers HQ NFTs are first made available for sale (i.e., dropped) by Collective Strangers. Collective Strangers does not make any representation, warranty or guarantee that any Collector will receive any Perks or achieve any particular outcome as a result of owning any Strangers HQ NFT. Collective Strangers reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available, for failure to comply with these Terms, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and Collective Strangers makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning a Strangers HQ NFT.

4. CONNECTING YOUR WALLET

In order to access and use the Services, including engaging in a Transaction on the Services, you must connect your account to your digital wallet supported on MetaMask, WalletConnect, Coinbase Wallet, Rainbow Wallet, or other wallet extensions or gateways as allowed on the Services, which are now also compatible with the Ethereum L2 Base network. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH, on both the Ethereum mainnet and the Ethereum L2 Base network. When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens, or cryptocurrencies that are stored in or are accessible through your wallet, including those on the Ethereum L2 Base network.

Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of STRANGERS HQ NFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). Collective Strangers is not responsible for managing and maintaining the security of your cryptocurrency wallet. Collective Strangers has no responsibility or liability to you for any unauthorized access to or use of your cryptocurrency wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to the Services, especially post-migration to the Ethereum L2 Base network, please notify us immediately.

5. SALE OF STRANGERS HQ NFT

When each STRANGERS HQ NFT is sold for the first time, the agreement for sale is between Collective Strangers and the Initial Purchaser. If the Initial Purchaser decides to sell a STRANGERS HQ NFT (“Secondary Sale”), then Collective Strangers is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.

Digital Assets or NFTs purchased from our website may be purchased, sold, and/or traded on third-party marketplaces or exchange sites (such transactions, “Secondary Transactions”). Secondary Transactions will be subject to the terms and conditions of such sites. We are not a party to any Secondary Transaction. We make no guarantee about the availability or functionality of any such sites and your use of such sites are at your own risk. We have no liability to you or to any third party for any claims or damages that may arise as a result of your Secondary Transactions or use of such external sites.

By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a Strangers HQ NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize Collective Strangers to automatically charge and collect such fees from your payment instrument or wallet. If you are an Initial Purchaser, then all amounts due are to be paid to Collective Strangers. If you are not the Initial Purchaser of a Strangers HQ NFT, then amounts may be paid to the seller of such Strangers HQ NFT.

You acknowledge and agree that Collective Strangers receives 5% of every Secondary Sale of a Strangers HQ NFT (“Royalty”). Collective Strangers has the right to collect Royalties for Strangers HQ NFT sales in perpetuity. As such, if you sell a Strangers HQ NFT on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: 5% Royalty Applies. 

No refunds are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law.

6. PHYSICAL PRODUCTS

From time to time we may offer Physical Products for sale or for no consideration. You understand that the terms and conditions of such releases will at all times be at the discretion of the Company, and by participating in such releases, you agree to any applicable terms and conditions thereto. The Company makes no representations or warranties whatsoever with respect to the Physical Products. Notwithstanding the foregoing, in the event of defects or issues with Physical Products, the Company will, at its sole discretion, reasonably determine on a case-by-case basis whether it will offer any remedial measures. Unless otherwise expressly stated by us, you will not be permitted to return for a refund or exchange any Physical Products that you purchase, provided, that solely with respect to the Golden Skateboard, the Company will use its commercially reasonable efforts to repair any defects on a reasonable case-by-case basis.

Company shall have no liability to you for any failure to deliver or for any delay in doing so for any damage or defect to the goods which is caused by any act or circumstance beyond our reasonable control including, without limitation, strikes and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

7. TAXES

Unless otherwise stated by us, you will be solely responsible to pay any and all income, capital gains, sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with Digital Assets purchased or otherwise received by you (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, receipt or sale of a Company NFT).

8. NO PROFESSIONAL ADVICE

The information on this Site and any information provided in connection with the Services or Perks are provided to Strangers HQ NFT owners only and for information only and do not constitute, and should not be construed as, transaction advice or a recommendation to buy, sell, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any transaction activity with respect to any digital asset.

The information on this Site and any information provided in connection with the Services or Benefits provided to Strangers HQ NFT owners are provided solely on the basis that you will make your own transaction decisions, and Collective Strangers does not take account of any person's transaction objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Perks provided to Strangers HQ NFT owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional transaction advice before making any transaction decision. Any transaction decision that you make should be based on an assessment of your risks in consultation with your professional adviser.

The digital assets about which information is provided on the Site and any information provided in connection with the Services or Perks provided to Strangers HQ NFT owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, any information provided in connection with the Services or Perks provided to Strangers HQ NFT owners or to which you may independently have access.

There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.

THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR PERKS FOR STRANGERS HQ NFT OWNERS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.

9. RESTRICTIONS

You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without the Collective Strangers' express prior written consent in each case:

interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other Users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;

violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;

obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;

use the Services or any Strangers HQ NFT or NFT IP to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized in the NFT License;

use the Services or any Strangers HQ NFT or NFT IP to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism; or

use the Services or any Strangers HQ NFT or NFT IP to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.

10. PRIVACY

Our Privacy Policy is a part of these Terms. Please review the Privacy Policy, which also governs the Services and informs Users of our data collection practices.

11. RISKS

Please note the following risks in accessing, purchasing, selling or using Strangers HQ NFTs: The price and liquidity of blockchain assets, including Strangers HQ NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Strangers HQ NFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Strangers HQ NFTs. Strangers HQ NFTs are not legal tender and are not backed by any government. Transactions of Strangers HQ NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of Strangers HQ NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the Transaction. The value of Strangers HQ NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Strangers HQ NFTs, which may result in the potential for permanent and total loss of value of a particular Strangers HQ NFT.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding Strangers HQ NFTs, including the suitability and appropriateness of, and investment strategies for, Strangers HQ NFTs. You agree and understand that you access and use the Services, Strangers HQ NFTs, NFT IP, and Benefits at your own risk; however, this brief statement does not disclose all of the risks associated with Strangers HQ NFTs and other digital assets. You agree and understand that Collective Strangers will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Strangers HQ NFTs, however caused.

12. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES, STRANGERS HQ NFTs, NFT IP, AND BENEFITS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY COLLECTIVE STRANGERS, THE SERVICES, BENEFITS, SERVICES CONTENT, AND ANY AND ALL STRANGERS HQ NFTs AND NFT IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Collective Strangers AND ITS affiliates and their respective officers, employees, representatives, directors, and agents (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, STRANGERS HQ NFTs, NFT IP, OR PERKS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, STRANGERS HQ NFTs, NFT IP, OR PERKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, STRANGERS HQ NFTs, NFT IP, OR PERKS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, STRANGERS HQ NFTs, NFT IP, OR PERKS, OR ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, STRANGERS HQ NFTs, OR PERKS WILL MEET YOUR EXPECTATIONS.

COLLECTIVE STRANGER AND ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES, STRANGERS HQ NFTs, NFT IP, OR PERKS. COLLECTIVE STRANGERS DOES NOT REPRESENT OR WARRANT THAT SERVICES CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

STRANGERS HQ NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK AND NOW ALSO ON THE ETHEREUM L2 BASE NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM OR THE ETHEREUM L2 BASE NETWORK. WE DO NOT GUARANTEE THAT COLLECTIVE STRANGERS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY STRANGERS HQ NFT.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COLLECTIVE STRANGER OR ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, THE SERVICES, SERVICES CONTENT, STRANGERS HQ NFTs, NFT IP, PERKS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, THE SERVICES, SERVICES CONTENT, STRANGERS HQ NFT, NFT IP, PERKS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF COLLECTIVE STRANGER OR ANY OF ITS REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, THE SERVICES, SERVICES CONTENT, STRANGERS HQ NFT, NFT IP OR PERKS EXCEED $100.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, STRANGERS HQ NFTs, NFT IP OR PERKS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

14. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless COLLECTIVE STRANGER and its Representatives (collectively, the “Indemnitees”), 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 pursuing indemnification and insurance), of every kind and nature whatsoever, 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”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, the Services, Services Content, STRANGERS HQ NFTs, NFT IP or Perks, (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another User. You agree to promptly notify COLLECTIVE STRANGER of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.

15. TERMINATION RIGHTS

You agree that COLLECTIVE STRANGER, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services or Perks and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if COLLECTIVE STRANGER believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services or Perks may be referred to appropriate law enforcement authorities. COLLECTIVE STRANGER may also in its sole discretion and at any time discontinue providing the Services or Perks, or any part thereof, with or without notice. You agree that any termination of your access to the Services or Perks under any provision of these Terms may be effected without prior notice, and acknowledge and agree that COLLECTIVE STRANGER may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services or Perks. Further, you agree that COLLECTIVE STRANGER will not be liable to you or any third party for any termination of your access to the Services or Perks.

 

16. DISPUTES WITH OTHER USERS OR COLLECTORS

You agree that you are solely responsible for your interactions with any other Users and Collectors in connection with the Services, STRANGERS HQ NFTs and Perks, and COLLECTIVE STRANGER will have no liability or responsibility with respect thereto. COLLECTIVE STRANGER reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User or Collector.

 

17. ARBITRATION

Agreement to Arbitrate

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 Services (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. 

18. SEVERABILITY

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. 

19. ASSIGNABILITY

You may not assign the Terms without the prior written consent of Collective Strangers, but Collective Strangers may assign or transfer these Terms, in whole or in part, without restriction.

21. MISCELLANEOUS

These Terms constitute the entire agreement between you and Collective Strangers and govern your use of the Services, Strangers HQ NFTs, NFT IP and Perks, superseding any prior agreements between you and Collective Strangers with respect thereto. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of Collective Strangers to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, any STRANGERS HQ NFT, any Perks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Collective Strangers may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.

22. DISCONTINUATION OF STRANGER BOARDING

Please be informed that the feature previously referred to as "Stranger Boarding," an on-chain point accrual system associated with Strangers HQ NFTs, has been discontinued. This decision is in line with our migration to the Ethereum L2 Base network and reflects our commitment to evolving our services to better serve our community and adhere to regulatory standards. Accordingly:

No Further Boarding or Unboarding: The functionality for boarding or unboarding Strangers HQ NFTs on strangershq.com or any other platform has been removed. As a result, there will be no actions required or available to users regarding the boarding of NFTs.

No Liability for Previous Boarding Activities: We accept no responsibility for any outcomes related to the previous boarding system. Users should be aware that all interaction with the boarding functionality was at their own risk.

Future Services and Features: We remain committed to exploring innovative ways to engage our community within the regulatory and technological landscape. We will communicate any new services or features through our official channels.

We understand this change may affect how users interact with Strangers HQ NFTs. Our team is dedicated to providing clear and timely support as we transition to new services and features. For any questions or concerns regarding the discontinuation of the Stranger Boarding feature or about other ways you can engage with your Strangers HQ NFTs, please contact our support team.

This update to our Terms reflects our ongoing dedication to compliance, security, and the overall satisfaction of our community. We appreciate your understanding and continued support.