Terms Of Use
Terms of Use
Last Modified: July 30, 2022
Acceptance of the Terms of Use
These terms of use are entered into by and between You and Pixel War LLC ("Pixel War," "we," or "us"). The following terms and conditions ("Terms of Use"), govern your access to and use of Pixelwar.com ("Site"), including any content, functionality, and services offered on or through Pixel War's website (pixelwar.com), discord (discord.gg/pixelwar), the Pixel War NFTs, and/or any other associated services (the "Service"), collectively the "Service or Services". By signing up for an account on the Site or discord, connecting your cryptocurrency wallet (e.g., MetaMask or WalletConnect) to the Service, or otherwise using or accessing the Services or any Pixel War NFTs, you acknowledge that you have read and agree to these Terms.
By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these 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 US 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.
Changes to the Terms of Use
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Use at any time. 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 of Use 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 immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use.
Smart Contract Enabled
Pixel War NFTs use smart contracts on the blockchain under which they are minted ("Smart Contracts"). Each blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Pixel War NFTs are outside of the control of any one party, including Pixel War. Pixel War does not own nor control third party applications (i.e., MetaMask, WalletConnect, OpenSea, etc.) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell Pixel War NFTs ("Transaction"), and that, except with respect to transferring control of a Pixel War NFT to the initial purchaser through the Services ("Initial Purchaser"), Pixel War has no responsibility with respect to any Transaction. Pixel War will not be liable for the acts or omissions of any third parties, nor will Pixel War be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties.
Changes to Services
Pixel War reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Pixel War 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 Pixel War NFT.
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 or other wallet extensions or gateways as allowed on the Services. Such digital wallets allow you to purchase, store, and engage in Transactions. 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. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of Pixel War 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). Pixel War is not responsible for managing and maintaining the security of your cryptocurrency wallet. Pixel War 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, please notify us immediately.
Sale of Pixel War NFTs
When each Pixel War NFT is sold for the first time, the agreement for sale is between Pixel War and the Initial Purchaser. If the Initial Purchaser decides to sell a Pixel War NFT ("Secondary Sale"), Pixel War is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.
If you or any owner of a Pixel War NFT ("NFT Owner") sells or transfers a Pixel War NFT to a subsequent purchaser, (a) then you, as NFT Owner, represent and warrant that you will notify the subsequent purchaser of these Terms of Use and require the subsequent purchaser to comply with these Terms of Use, (b) the NFT License (as defined below) as set forth herein will automatically transfer to such subsequent purchaser, and such other subsequent purchaser will be deemed the "NFT Owner" (for purposes of such Pixel War NFT and the NFT Owner License to the underlying Art (as defined below)) and will be subject to these Terms, and (c) you, as the seller or transferor of such Pixel War NFT, will cease to have any further rights to such Pixel War NFT or underlying Art.
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 Pixel War NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize Pixel War 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 Pixel War. If you are not the Initial Purchaser of a Pixel War NFT, then amounts may be paid to the seller of such Pixel War NFT.
You acknowledge and agree that Pixel War receives 10% of every Secondary Sale of a Pixel War NFT ("Royalty"). Pixel War has the right to collect Royalties for Pixel War sales in perpetuity. As such, if you sell a Pixel War NFT on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: "10% Royalty Applies. By purchasing a Pixel War NFT, you agree to the Terms of Use located at https://www.pixelwar.com/
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
Taxes
You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services or Pixel War NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a Pixel War NFT).
Pixel War Intellectual Property Rights
You acknowledge and agree that the Services may contain content or features that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Pixel War, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.
Pixel War's name and logos, including the term Pixel War, are trademarks and service marks of Pixel War (collectively the "Pixel War Trademarks"). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Pixel War. All of these rights are expressly reserved in the name of Pixel War and/or its affiliates. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Pixel War Trademarks or, other than the rights to the Art (as set forth below), any other intellectual property of Pixel War, without Pixel War's prior written permission in each instance. All rights in such intellectual property are reserved by Pixel War and/or its affiliates, and all goodwill generated from the use of Pixel War Trademarks will inure to our exclusive benefit.
Rights To Pixel NFTs You Own
Personal Use. Subject to your continued compliance with these Terms of Use, Pixel War grants you a worldwide, royalty-free license to use, copy, and display the digital art represented by your Pixel War NFTs ("Art"), along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Pixel War NFT, provided that the marketplace cryptographically verifies each Pixel War NFT owner’s rights to display the Art for their Pixel War NFT to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Pixel War NFT, provided that the website/application cryptographically verifies each Pixel War NFT owner’s rights to display the Art for their Pixel War NFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Pixel War NFT leaves the website/application.
Commercial Use. Subject to your continued compliance with these Terms, Pixel War grants you a worldwide license to use, copy, and display the Art represented by your Pixel War NFT for the purpose of creating derivative works based upon the Art ("Commercial Use"). Examples of such Commercial Use would be the use of the Art to produce and sell merchandise products (e.g., T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of Pixel War NFT generally, provided that the marketplace cryptographically verifies each Pixel War NFT owner’s rights to display the Art for their Pixel War NFT to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Pixel War NFT generally, provided that the third party website or application cryptographically verifies each Pixel War NFT owner’s rights to display the Art for their Pixel War NFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Pixel War NFT leaves the website/application; or (iii) earning revenue from any of the foregoing.
NO PROFESSIONAL ADVICE; TRANSACTION RISKS
The information on this Site and any information provided in connection with the Services are provided to Pixel War NFT owners only and for information only and do not constitute, and should not be construed as, professional advice or a recommendation to purchase, sell, trade, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any purchase, sale, trade, or other transaction with respect to any digital asset.
The information on this Site and any information provided in connection with the Services provided to Pixel War NFT owners are provided solely on the basis that you will make your own transaction decisions, and Pixel War does not take account of any person's financial or other objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services provided to Pixel War NFT owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional advice before making any transaction decision. Any decision that you make should be based on an assessment of your risks in consultation with your professional adviser(s).
The digital assets about which information is provided on the Site and any information provided in connection with the Services provided to Pixel War 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, or any information provided in connection with the Services provided to Pixel War 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 OR SERVICES THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE, SELL, TRADE OR OTHERWISE TRANSACT IN A DIGITAL ASSET.
Governing Law and Jurisdiction
All matters relating to the these Terms of Use, the Site, or the Pixel War NFTs and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use, the Site, or the Pixel War NFTs shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Pixel War's sole discretion, we may require you to submit any disputes arising from these Terms of Use, the Site, or the Pixel War NFTs, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
Waiver and Severability
No waiver by Pixel War of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Pixel War to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Your Comments and Concerns
This website is operated by Pixel War LLC.
All notices of copyright infringement claims should be sent to copyrights@pixelwar.com in the manner and by the means set out therein.
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: feedback@pixelwar.com.
