The Aces is a collection of non-fungible tokens (NFTs) developed on the Ethereum blockchain network. The primary purpose of the website located at theaces.xyz and app.theaces.xyz (the "Website") is to provide users of the Website information concerning, and access to, (i) the purchase of The Aces NFTs and (ii) The Aces holders portal (the “Portal”). As these terms of service constitute a legally binding agreement, please read this agreement carefully before using the Website, the Portal, purchasing The Aces NFTs, and/or utilizing the services offered by TRAITworks LLC.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN USE OF THE WEBSITE OR PARTICIPATE IN THE PURCHASE OF ANY THE ACES NFT, THE ACES SIGNATURE COLLECTION NFT, THE DEUCES NFT, OR ACES FANTASY FOOTBALL PASS NFT.
Acceptance of Terms of Service
Changes to the Terms of Service
Company reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Service, or change, suspend, or discontinue access to the Service, without limitation, at any time by posting a notice on the Website, the App, and/or by sending you an email. All changes are effective immediately when we post them and apply to all access to and use of the Service. Your continued access and use of the Service after any changes/modifications constitutes an acceptance of the revised Terms of Service. We encourage you to check periodically for any updates or changes. You must be 18 years old to access the Service or purchase a Ace NFT. If you are under 18 years old, you are not permitted to use the Service for any reason. By accessing our Service, you represent and warrant that you are at least 18 years of age.By using the Service, you warrant that you are (i) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (ii) not a ‘denied party’ as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions, or otherwise listed on any U.S. government list of prohibited or restricted parties.You agree to comply with all applicable export and reexport control laws and regulations, including without limitation, the Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Company under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.
User Generated Contributions
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. Notwithstanding, you hereby grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your Contributions (consistent with your privacy and application settings). This license will end when your content is deleted from our systems. You can delete content individually or all at once by deleting your account.We are not liable for any statements or representations in your Contributions provided by you in any area on the Service. You are solely responsible for your Contributions to the Service and you expressly agree to exonerate us from any and all responsibility, and to refrain from any legal action against us, regarding your Contributions.
Sale of NFT: Ownership & License
When you purchase a Ace NFT, you become the sole owner of that unique, serialized NFT and pursuant to the terms and restrictions set forth herein, are granted by Company a non-exclusive license for the use and enjoyment of the underlying artwork (the “Art”) embedded in the digital media file uniquely associated therewith. Specifically, upon said purchase, Company shall grant you a non-exclusive, universe-wide, transferable, and royalty-free license to:use, display, and reproduce the Art embedded in your Ace NFT for your own personal use and enjoyment; Commercialize your Ace NFT, provided that such commercial use does not result in you earning more than One Hundred Thousand US Dollars ($100,000) in gross revenue each year, by reproduction, exploitation, representation, and adaptation rights relating to the Art attached to the purchase of your Ace NFT to which this agreement is linked, not limited to: the reproduction by any process of the Art, by any means known and/or unknown in the current state of the art, including but not limited to manufacturing, duplication, copying, broadcasting, distribution, publication, marketing, promotion and advertising, in all formats and sizes, allowing communication to third parties, by any means and/or medium;the representation and communication, directly or indirectly, to third parties, of the Art, in whole or in part, by any means of communication known or unknown to date, including but not limited to by catalog, written press, display, point of sale advertising, posters, television and by all public or private, free or paying, analog or digital, telecommunication or computer networks, online and offline, including the Internet and any other equivalent;reproduction or representation and to create derivative works thereof, which may include corrections of size, format, color, enhancement, or preservation of certain details; andthe right to integrate all or part of the Art into another work and create derivative works thereof, and the right to affix any logos and/or text, including advertising, provided that such affixation right under this Subsection 6(b)(iv) does not violate the provisions set forth in Section 10 hereof.;sell or transfer your Ace NFT to another party, provided that such buyer or transferee be made aware of, and shall forever be bound by, the terms contained in this Agreement; anduse your Ace NFT as part of a third-party website or application which permits the inclusion, involvement, and/or participation thereof, either in statically (i.e. so-called ‘PFP’ or profile picture format) or as a motion graphic (i.e. avatar or similar format); provided that, the website or application cryptographically permits and verifies each Ace NFT owner’s rights and ownership to display the Art and the website or application ensures only the actual owner can display the Art.Use and commercialization of your Ace NFT is limited to the rights granted herein and shall not violate public morals and conventions including an association with content deemed obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by Company in its sole discretion).
Restrictions on NFT
Notwithstanding Section 6 hereof, the purchase of the Ace NFT does not confer upon you (i) any ownership in the Art, (ii) any ownership, equity, or profit-sharing interest in Company, (iii) ownership of any Company Intellectual Property (as defined below), or (iv) any other rights not otherwise specifically granted herein. You acknowledge and agree that Company and/or its licensors and affiliates own all legal rights, title, and interest in-and-to the Art, including the individual layers and traits comprising the same, and all intellectual property rights, including but not limited to, trademark and copyright rights, therein. Any rights provided to you upon purchase or ownership of a Ace NFT are limited to those expressly stated herein. For the avoidance of doubt, Company reserves all rights and ownership to the Art not specifically granted to you in this Agreement and, specifically, retains the unencumbered right and privilege to (i) use your Ace NFT for any and all marketing, promotional, or other purposes as Company may so desire, in its sole discretion and (ii) replace or make any modification, adaptation, update, or edit to (x) the Art, (y) the individual components comprising the same or (z) the metadata associated therewith; all without the need for prior consent from you. You further agree that you may not, nor permit any third party to do or attempt to, trademark, copyright, or otherwise attempt to acquire additional intellectual property rights in the Art associated with your Ace NFT.Additionally, you acknowledge and agree that Company (or, as applicable, its licensors and affiliates) owns the intellectual property rights published on and throughout the Service platforms, 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 Website, the Portal, or available via a link from the same to a page created by Company on another website (collectively, the "Related Content"). The Related Content is the sole property of Company and/or its licensors, affiliates, or third-party service providers.The Related Content and the Art shall together constitute the “Company Intellectual Property”.Your failure to comply with any right, restriction, or obligation contained in Sections 6 and 7` hereof shall be grounds for immediate revocation of the license granted herein by Company.
Transfers of NFT
Subject to your compliance with all of the material terms and conditions contained herein, you shall have a limited right to transfer or sell your Ace NFT, provided that the transferee or purchaser thereof acknowledges, accepts, and shall forever be bound by the terms of this Agreement, as amended from time to time. Company shall not be responsible for, and you forever indemnify and hold company harmless with respect to, any transaction between you and any third party for the sale or transfer of your Ace NFT, including using any non-affiliated NFT trading platform to facilitate such sale or transfer.You understand and agree that the rights granted in Section 6 are licensed solely to the rightful and legal owner of the Ace NFT. Your licensed rights to the Ace NFT will terminate upon the rightful and legal sale or transfer of your Ace NFT, and upon such sale or transfer (as the case may be), said rights shall vest in the subsequent owner thereof.
You agree to be solely responsible for your own conduct while accessing or using the Service, and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper, and in accordance with these Terms of Service and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; distribute viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;impersonate another person; upload, post, transmit or otherwise make available through the Service any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; engage in, promote, or encourage illegal activity (including, without limitation, money laundering); interfere with other users’ use of the Service; use the Service for any unauthorized or unlawful commercial purpose; modify, adapt, translate, or reverse engineer any portion of the Service; remove or tamper with any copyright, trademark, patent or other proprietary rights notices contained in or on the Service or any part of it; use any technology to collect information about the Service’s for any unauthorized purpose; access or use the Service for the purpose of creating a product or service that is competitive with any of our products or services.If you engage in any of the activities prohibited by this Section 9, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your access to the Service and/or any user account associated therewith.
Intellectual Property Rights of Company
All content included on the Service, such as text, graphics, logos, button icons, images, audio clips, photographs, illustrations, digital downloads, data compilations, and software, and the compilation (including the collection, selection, assembly, and arrangement) of such materials is owned by Company (or, as applicable, its licensors and affiliates) and it is protected by copyright, trademark and other applicable laws in the United States and other jurisdictions.The ‘The Whitelist’, ‘The Aces’ and ‘Aces’ trade and service marks, along with all Company trademarks, trade names, and other related marks or logos appearing throughout the Service are, unless stated otherwise, the exclusive property of Company and as such, Company owns or control the proprietary rights in and to the same, whether registered in the United States and/or in one or more countries outside the United States. The domain names of the Website and other websites linked herein are property of Company. All of the trademarks, copyrights, trade dress, and/or intellectual property used throughout the Service may not be used in connection with any product or service that is not offered for sale or otherwise provided by TRAITworks LLC or Ace NFTs or in any manner that is likely to confuse customers, or in any manner that disparages or defames Company, The Aces brand, or the Service. All other trademarks, services marks, logos, designs, and trade dress not owned by Company that appear throughout the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company.You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any applicable laws and any direct, indirect, or contributory infringements of Company or third-party rights caused by you.
The Service may contain links to other websites not controlled, operated, or owned by Company. Unless otherwise expressly stated by us, Company provides no endorsement or representation of any kind regarding the products, services, content, or appropriateness of the content of such websites, and explicitly disclaim any responsibility for the accuracy, content, or availability of the information, products, and/or services found on or through any such linked websites. Company does not endorse and has not taken any steps to confirm the accuracy or reliability of any of the information, products, or services contained on or through such third party sites. We do not make any representations or warranties about the security of any information (such as credit card and other sensitive information) you might give on any such linked website.
Assumption of Risk
You accept and acknowledge each of the following:No information appearing throughout the Service is or shall be considered to be advice or an invitation to enter into an agreement for any investment purpose. Nothing appearing throughout the service is intended to be an offering of any securities in any jurisdiction, nor does it constitute an offer or invitation to purchase shares (including in our company), securities, or other financial instruments. Because our project consists of licensing art, we have not registered with any securities regulators. It remains your sole responsibility to ensure that your purchase of Ace NFTs and license to use our Art is in compliance with the laws and regulations of your jurisdiction.You understand and agree that Ace NFTs are made solely for entertainment purposes. You agree and understand that that: the market and prices for a blockchain asset are extremely volatile and subjective and collectible blockchain assets, such as the Ace 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 NFTs;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;any given digital currency or asset may or may not be regulated by one or more existing jurisdiction-specific regulatory regimes. Additionally, new or updated regulations or policies may materially affect the value and/or reporting, control, or compliance requirements of such currency or asset. It is your sole responsibility to keep abreast and comply with such existing, new, or updated reporting, control, or compliance requirements;there is an inherent risk that you may lose access due to loss of private keys, custodial error, or even purchaser error;there are risks related to taxation; andCompany does not make any guarantees or representations about the availability of the 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 agree that you have received sufficient information to make an informed decision regarding the decision to purchase or otherwise obtain a Ace NFT and that you understand and agree that you are solely responsible for determining the value, nature, and appropriateness of the above risks for yourself.NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your licensed artwork and NFTs. You understand and accept all risks associated with any regulations that impact such value. You also assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum network. If you elect to purchase a Ace NFT or future NFT through our smart contract, any financial transactions that you engage in will be conducted solely through the Ethereum network. Ethereum wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. BECAUSE OUR SMART CONTRACT OPERATES ON THE ETHEREUM NETWORK THERE IS NO ABILITY TO UNDO, REVERSE, OR RESTORE ANY TRANSACTIONS INVOLVING OUR NFTS. As such, you agree that we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in or any other transactions that you conduct via the Ethereum network, including exploitation of any smart contract used and executed thereupon, whether by Company, any affiliate thereof, or any other third-party. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. You hereby expressly understand the risks of, and shall solely be responsible for, any and all transactional failures and/or lost Gas Fees associated therewith, and Company shall have no obligation to reimburse you for the same.
You represent and warrant that any purchase of an NFT by you is solely for your personal collection, use and enjoyment, and not for speculative or investment purposes, or for use as a substitute for currency or other medium of exchange.
THE SERVICE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED.TO THE EXTENT THAT COMPANY OFFERS A SO-CALLED “ALLOWLIST” TO CERTAIN PROSPECTIVE BUYERS OF Ace NFTS, THE ALLOCATION TO YOU OF THE SAME IS NEITHER GUARANTEED OR WARRANTED, EITHER AT ALL OR EVEN ONCE SUCH STATUS HAS BEEN GRANTED TO YOU. THE GRANTING OF SUCH ‘ALLOWLISTED” (or similar) STATUS IS INTENDED ONLY FOR ENTERTAINMENT PURPOSES AND HAS NO INTRINSIC MONETARY OR SIMILAR VALUE AND YOU SHALL NOT BE ENTITLED TO COMPENSATION FOR THE SAME IN THE EVENT SUCH STATUS IS RETRACTED OR TERMINATED BY COMPANY, FOR ANY REASON, IN ITS SOLE DISCRETION.ALL Ace NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. COMPANY AND ITS LICENSEES AND AFFILIATES 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 COMPANY 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 NFT OR OTHERWISE) HOWEVER ARISING, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. BY USING THE SERVICE, YOU ACCEPT SOLE RESPONSIBILITY FOR ANY AND ALL TRANSACTIONS INVOLVING Ace NFTS.This Agreement shall not constitute a joint venture, partnership, employment, or agency relationship between the parties.
Limitation of Liability
Neither we, nor our affiliated and related companies, nor each of their respective directors, shareholders, officers, employees, contractors, representatives, licensees and assigns, harmless shall have any liability for any losses, damages, claims, costs and expenses you may incur as a consequence of (i) your use of the Service, Related Content, or Ethereum Network, (ii) your purchase (or attempts to purchase) a Ace NFT, or (iii) the secondary sale of the same.
You agree to defend, indemnify, and hold harmless Company, its officers, directors, employees, affiliates, third-parties, suppliers, vendors, service providers 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 the Service and Related Content;your Feedback;your violation of these Terms of Service;your violation, misappropriation or infringement of any rights of another (including intellectual property rights, defamation, right of publicity rights, or violation of privacy rights);your misconduct in connection with the Service;your violation of our non-exclusive license;your use of the Art;your use of any Aces’ affiliate or licensees' services;your violation of any term of this Agreement; orarising out of any claim that you have breached any provision of these Terms of Service.This defense and indemnification obligation will survive this Agreement. You also agree that you have a duty to 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 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.You agree to promptly notify Indemnified Parties of any third-party Claims, cooperate with Indemnified Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Indemnified Parties will have control of the defense or settlement, at the Indemnified Party’s sole option, of any third-party Claims.
By using the Service, you agree that: any claim, dispute, or controversy you may have against us, our affiliates, our third-party service providers, our assigns, and/or our licensees arising out of, relating to, or connected in any way with this Agreement, the Service, our services, or the purchase of any Company-affiliated product or service shall be resolved exclusively by final and binding confidential 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”); unless otherwise prohibited by law, the claim or dispute must be brought within one (1) year of the date of the event first giving rise to such action; where possible and allowed for under the AAA Rules and Procedures, both parties shall be entitled to appear electronically or telephonically for all proceedings; otherwise, such arbitration shall be held in the state of Colorado, unless otherwise agreed to by Company; the arbitrator shall apply Colorado law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Company’s 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); both parties will bear their own costs of representation and filing for the dispute; 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. 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 the entirety 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 the State of Colorado.WITH RESPECT TO ANY DISPUTES, YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO (I) HAVE A TRIAL BY JURY AND (II) PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
If any provision or part of a provision of these Terms of Service is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. If two or more provisions of this Agreement or any other agreement you may have with Company are deemed to conflict with each other’s operation, you agree that Company shall have the sole right to elect which provision remains in force.
This Agreement and any action related to this Agreement shall be governed by the laws in force in the State of Colorado 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 Colorado.
You may choose to submit comments, bug reports, ideas or other feedback about the Service, including without limitation about how to improve the Website or App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose.
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 the U.S. copyright law. If you believe in good faith that materials hosted by Company and/or on the Service infringe your copyright, you, or your agent may send to Company 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 Company 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 to the Company 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. If you believe any violation of the Terms or infringement of any of our rights has occurred, or if you are a trademark or copyright owner and believe that your trademark or copyright rights have been violated or you want to submit a counter notice, please contact us in writing as following:TRAITworks, LLC.2921 W 38th AveSuite 356Denver, CO 80211
Attention: Customer Care - The AcesEmail: email@example.com
Our failure to exercise or enforce any right or provision of these Terms of Service will not operate as a waiver of such right or provision.
The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
No Intended Third-Party Beneficiaries
Except as otherwise provided herein, these Terms of Service 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 may not assign or delegate any rights under these Terms of Service. We may freely assign or delegate our rights under these Terms of Service.
You agree that communications and transactions between us may be conducted electronically, whether you visit the Website or send us emails, or whether we post notices on the Website, the App, related Company platforms, or communicate with you via email. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
You agree that these Terms of Service constitute the entire agreement between you and us and govern your use of our services, our website, and any products or services provided or distributed through the Website, and supersede any prior agreements between you and us on these subjects.
Last modified March 1, 2023.